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UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Qudian Inc.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

747798 106 (1)

(CUSIP Number)

December 31, 2017

(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)

o

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 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).

 

(1)  This CUSIP number applies to the Issuer’s American Depositary Shares, each representing one Class A ordinary share.

 


 

SCHEDULE 13G

 

  CUSIP No.

  

  747798 106

 

 

1

Names of Reporting Persons

SOURCE CODE INVESTMENT MERCURY CO.

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

Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

 

5

Sole Voting Power

45,041,814 Class A ordinary shares

6

Shared Voting Power

0

7

Sole Dispositive Power

45,041,814 Class A ordinary shares

8

Shared Dispositive Power

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

45,041,814 Class A ordinary shares

10

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

 

11

Percent of Class Represented by Amount in Row (9)

17.2% of Class A ordinary shares (or 13.8% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)*

12

Type of Reporting Person (See Instructions)

CO

 

*      The percentages used in this Schedule 13G are calculated based on a total of 262,347,283 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2017, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2017.

 

2


 

1

Names of Reporting Persons

SOURCE CODE ACCELERATE L.P.

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

Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

 

5

Sole Voting Power

45,041,814 Class A ordinary shares

6

Shared Voting Power

0

7

Sole Dispositive Power

45,041,814 Class A ordinary shares

8

Shared Dispositive Power

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

45,041,814 Class A ordinary shares

10

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

 

11

Percent of Class Represented by Amount in Row (9)

17.2% of Class A ordinary shares (or 13.8% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)*

12

Type of Reporting Person (See Instructions)

PN

 

*                 The percentages used in this Schedule 13G are calculated based on a total of 262,347,283 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2017, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2017.

 

3


 

Item 1.

 

(a)

Name of Issuer:
Qudian Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
15/F Lvge Industrial Building

1 Datun

Chaoyang District, Beijing 100012

People’s Republic of China

 

Item 2.

 

(a)

Name of Person Filing:

(i)           Source Code Investment Mercury Co. (“Source Code Investment”), a company organized under the law of the Cayman Islands; and

 

(ii)          Source Code Accelerate L.P. (“Source Code Accelerate”), a limited liability partnership organized under the law of Cayman Islands, of which Source Code Investment is the general partner.

 

(b)

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

(i)           The address of the principal business office of Source Code Investment is Harneys Services (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, George Town, P. O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.

 

(ii)          The address of the principal business office of Source Code Accelerate is Harneys Services (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, George Town, P. O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.

 

(c)

Citizenship:
(i)            Source Code Investment — Cayman Islands

 

(ii)           Source Code Accelerate — Cayman Islands

 

(d)

Title and Class of Securities:

Class A ordinary shares, par value US$0.0001 per share

 

(e)

CUSIP No.:

747798 106

 

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:

 

 

Not applicable.

 

4


 

Item 4.

Ownership

 

Reporting
Person(1)

 

Amount
beneficially
owned(1)

 

Percent of
class(2)

 

Sole power
to vote or
direct to
vote(1)

 

Shared
power to
vote or to
direct the
vote

 

Sole power
to
dispose or
to
direct the
disposition
of(1)

 

Shared
power
to dispose
or
to direct the
disposition
of

 

Source Code Investment

 

45,041,814

 

17.2

%

45,041,814

 

0

 

45,041,814

 

0

 

Source Code Accelerate

 

45,041,814

 

17.2

%

45,041,814

 

0

 

45,041,814

 

0

 

 

(1)               As of December 31, 2017, Source Code Accelerate held 45,041,814, or 17.2%, of the Issuer’s Class A ordinary shares. Source Code Investment is the general partner of Source Code Accelerate. Accordingly, each of Source Code Investment and Source Code Accelerate may thereby be deemed to beneficially own the 45,041,814 Class A ordinary shares held by Source Code Accelerate. Source Code Investment is indirectly controlled by Mr. Yi Cao. Mr. Cao disclaims beneficial ownership of the Issuer’s Class A ordinary shares held by Source Code Accelerate, except to the extent of his pecuniary interest in these shares.

 

(2)               Represent 17.2% of total Class A ordinary shares (or 13.8% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares). Calculated based on a total of 262,347,283 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2017, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2017.

 

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.

 

 

 

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.

 

Item 10.

Certifications.

 

 

 

Not applicable.

 

5


 

Signatures

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 13, 2018

 

 

 

SOURCE CODE INVESTMENT MERCURY CO.

 

 

 

 

 

By:

/s/ Cao Yi

 

Name:

Cao Yi

 

Title:

Authorized Signatory

 

 

 

 

 

SOURCE CODE ACCELERATE L.P.

 

 

 

 

 

By:

/s/ Cao Yi

 

Name:

Cao Yi

 

Title:

Authorized Signatory

 

6


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

 

7

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 on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, US$0.0001 par value per share, of Qudian 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.

 

[Signature Page Follows]

 


 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2018.

 

 

SOURCE CODE INVESTMENT MERCURY CO.

 

 

 

 

 

By:

/s/ Cao Yi

 

Name:

Cao Yi

 

Title:

Authorized Signatory

 

 

 

 

 

SOURCE CODE ACCELERATE L.P.

 

 

 

 

 

By:

/s/ Cao Yi

 

Name:

Cao Yi

 

Title:

Authorized Signatory