UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d–102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2.
(Amendment No. )
Momo Inc.
(Name of Issuer)
Class A ordinary shares
(Title of Class of Securities)
60879B 10 7
(CUSIP Number)
December 31, 2014
(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 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. 60879B 10 7 |
| 1. | Names of Reporting Persons
Matrix Partners China II Hong Kong Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x(1) | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Hong Kong | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
65,970,897 Class A ordinary shares (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,970,897 Class A ordinary shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,970,897 Class A ordinary shares (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
17.5% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | This statement on Schedule 13G is filed by Matrix Partners China II Hong Kong Limited (“Matrix HK”), Matrix Partners China II, L.P. (“Matrix China II”), Matrix Partners China II-A, L.P. (“Matrix China II-A”), Matrix China Management II, L.P. (“Matrix Management”), Matrix China II GP GP, Ltd. (“Matrix GP”) and Yibo Shao (“Shao,” collectively, with Matrix HK, Matrix China II, Matrix China II-A, Matrix Management and Matrix GP, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by Matrix HK. Matrix HK is 90% owned by Matrix China II and 10% owned by Matrix China II-A. Matrix Management and Matrix GP are the direct and indirect general partners, respectively, of Matrix China II and Matrix China II-A, and as such, may exercise voting and dispositive power over the shares held by Matrix HK. Shao, a director of Matrix GP, may be deemed to share voting and dispositive power over the shares held by Matrix HK. |
| (3) | Each Class A ordinary share has a par value of US$0.0001. Percentage is based on 377,756,110 Class A and Class B ordinary shares issued and outstanding as reported in the Issuer’s 424B4 filed with the Securities and Exchange Commission (“SEC”) on December 11, 2014. |
| CUSIP No. 60879B 10 7 |
| 1. | Names of Reporting Persons
Matrix Partners China II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x(1) | |||||
| 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
0 | ||||
| 6. | Shared Voting Power
65,970,897 Class A ordinary shares (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,970,897 Class A ordinary shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,970,897 Class A ordinary shares (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
17.5% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by Matrix HK. Matrix HK is 90% owned by Matrix China II and 10% owned by Matrix China II-A. Matrix Management and Matrix GP are the direct and indirect general partners, respectively, of Matrix China II and Matrix China II-A, and as such, may exercise voting and dispositive power over the shares held by Matrix HK. Shao, a director of Matrix GP, may be deemed to share voting and dispositive power over the shares held by Matrix HK. |
| (3) | Each Class A ordinary share has a par value of US$0.0001. Percentage is based on 377,756,110 Class A and Class B ordinary shares issued and outstanding as reported in the Issuer’s 424B4 filed with SEC on December 11, 2014. |
| CUSIP No. 60879B 10 7 |
| 1. | Names of Reporting Persons
Matrix Partners China II-A, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x(1) | |||||
| 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
0 | ||||
| 6. | Shared Voting Power
65,970,897 Class A ordinary shares (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,970,897 Class A ordinary shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,970,897 Class A ordinary shares (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
17.5% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by Matrix HK. Matrix HK is 90% owned by Matrix China II and 10% owned by Matrix China II-A. Matrix Management and Matrix GP are the direct and indirect general partners, respectively, of Matrix China II and Matrix China II-A, and as such, may exercise voting and dispositive power over the shares held by Matrix HK. Shao, a director of Matrix GP, may be deemed to share voting and dispositive power over the shares held by Matrix HK. |
| (3) | Each Class A ordinary share has a par value of US$0.0001. Percentage is based on 377,756,110 Class A and Class B ordinary shares issued and outstanding as reported in the Issuer’s 424B4 filed with SEC on December 11, 2014. |
| CUSIP No. 60879B 10 7 |
| 1. | Names of Reporting Persons
Matrix China Management II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x(1) | |||||
| 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
0 | ||||
| 6. | Shared Voting Power
65,970,897 Class A ordinary shares (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,970,897 Class A ordinary shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,970,897 Class A ordinary shares (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
17.5% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by Matrix HK. Matrix HK is 90% owned by Matrix China II and 10% owned by Matrix China II-A. Matrix Management and Matrix GP are the direct and indirect general partners, respectively, of Matrix China II and Matrix China II-A, and as such, may exercise voting and dispositive power over the shares held by Matrix HK. Shao, a director of Matrix GP, may be deemed to share voting and dispositive power over the shares held by Matrix HK. |
| (3) | Each Class A ordinary share has a par value of US$0.0001. Percentage is based on 377,756,110 Class A and Class B ordinary shares issued and outstanding as reported in the Issuer’s 424B4 filed with SEC on December 11, 2014. |
| CUSIP No. 60879B 10 7 |
| 1. | Names of Reporting Persons
Matrix China II GP GP, Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x(1) | |||||
| 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
0 | ||||
| 6. | Shared Voting Power
65,970,897 Class A ordinary shares (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,970,897 Class A ordinary shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,970,897 Class A ordinary shares (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
17.5% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by Matrix HK. Matrix HK is 90% owned by Matrix China II and 10% owned by Matrix China II-A. Matrix Management and Matrix GP are the direct and indirect general partners, respectively, of Matrix China II and Matrix China II-A, and as such, may exercise voting and dispositive power over the shares held by Matrix HK. Shao, a director of Matrix GP, may be deemed to share voting and dispositive power over the shares held by Matrix HK. |
| (3) | Each Class A ordinary share has a par value of US$0.0001. Percentage is based on 377,756,110 Class A and Class B ordinary shares issued and outstanding as reported in the Issuer’s 424B4 filed with SEC on December 11, 2014. |
| CUSIP No. 60879B 10 7 |
| 1. | Names of Reporting Persons
Yibo Shao | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x(1) | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
People’s Republic of China | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
65,970,897 Class A ordinary shares (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,970,897 Class A ordinary shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,970,897 Class A ordinary shares (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
17.5% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by Matrix HK. Matrix HK is 90% owned by Matrix China II and 10% owned by Matrix China II-A. Matrix Management and Matrix GP are the direct and indirect general partners, respectively, of Matrix China II and Matrix China II-A, and as such, may exercise voting and dispositive power over the shares held by Matrix HK. Shao, a director of Matrix GP, may be deemed to share voting and dispositive power over the shares held by Matrix HK. |
| (3) | Each Class A ordinary share has a par value of US$0.0001. Percentage is based on 377,756,110 Class A and Class B ordinary shares issued and outstanding as reported in the Issuer’s 424B4 filed with SEC on December 11, 2014. |
CUSIP No. 60879B 10 7
Item 1.
| (a) | Name of Issuer |
Momo Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
20/F, BLOCK B, TOWER 2, WANGJING SOHO
NO.1 FUTONGDONG STREET,CHAOYANG DISTRICT
BEIJING 100102
Item 2.
| (a) | Name of Person Filing |
Matrix Partners China II Hong Kong Limited (“Matrix HK”)
Matrix Partners China II, L.P. (“Matrix China II”)
Matrix Partners China II-A, L.P. (“Matrix China II-A”)
Matrix China Management II, L.P. (“Matrix Management”)
Matrix China II GP GP, Ltd. (“Matrix GP”)
Yibo Shao (“Shao”)
| (b) | Address of Principal Business Office or, if none, Residence |
Matrix Partners China II Hong Kong Limited
Suite 3701, 37/F., Jardine House
1 Connaught Place, Central
Hong Kong, China
Matrix Partners China II, L.P.
Matrix Partners China II-A, L.P.
Matrix China Management II, L.P.
Matrix China II GP GP, Ltd.
Maples Corporate Services Limited
PO Box 309
Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Yibo Shao
Suite 08, 20th Floor, One International Finance Centre
1 Harbour View Street, Central
Hong Kong, China
| (c) | Citizenship |
Matrix Partners China II Hong Kong Limited: Hong Kong
Matrix Partners China II, L.P.: Cayman Islands
Matrix Partners China II-A, L.P.: Cayman Islands
Matrix China Management II, L.P.: Cayman Islands
Matrix China II GP GP, Ltd.: Cayman Islands
Yibo Shao: People’s Republic of China
| (d) | Title of Class of Securities |
Class A ordinary shares, par value US$0.0001 per share (“Class A ordinary shares”)
| (e) | CUSIP Number |
60879B 10 7
| 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.
| Item 4. | Ownership |
The following information with respect to the ownership of Class A ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014:
| Reporting Persons |
Class A Ordinary Shares Held Directly (1) |
Class B Ordinary Shares Held Directly (1) |
ADS Held Directly (1)(3) |
Shared Voting Power (1) |
Shared Dispositive Power (1) |
Beneficial Ownership (1) |
Percentage of Class (1)(3) |
|||||||||||||||||||||
| Matrix HK |
65,970,897 | 0 | 0 | 65,970,897 | 65,970,897 | 65,970,897 | 17.5 | % | ||||||||||||||||||||
| Matrix China II |
0 | 0 | 0 | 65,970,897 | 65,970,897 | 65,970,897 | 17.5 | % | ||||||||||||||||||||
| Matrix China II-A |
0 | 0 | 0 | 65,970,897 | 65,970,897 | 65,970,897 | 17.5 | % | ||||||||||||||||||||
| Matrix Management (2) |
0 | 0 | 0 | 65,970,897 | 65,970,897 | 65,970,897 | 17.5 | % | ||||||||||||||||||||
| Matrix GP (2) |
0 | 0 | 0 | 65,970,897 | 65,970,897 | 65,970,897 | 17.5 | % | ||||||||||||||||||||
| Shao (2) |
0 | 0 | 0 | 65,970,897 | 65,970,897 | 65,970,897 | 17.5 | % | ||||||||||||||||||||
| (1) | Represents the number of shares beneficially owned by the Reporting Persons as of December 31, 2014. |
| (2) | Matrix HK is 90% owned by Matrix China II and 10% owned by Matrix China II-A. Matrix Management and Matrix GP are the direct and indirect general partners, respectively, of Matrix China II and Matrix China II-A, and as such, may exercise voting and dispositive power over the shares held by Matrix HK. Shao, a director of Matrix GP, may be deemed to share voting and dispositive power over the shares held by Matrix HK. |
| (3) | Each Class A ordinary share has a par value of US$0.0001. Percentage is based on 377,756,110 Class A and Class B ordinary shares issued and outstanding as reported in the Issuer’s 424B4 filed with the SEC on December 11, 2014. |
| 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 ¨.
| 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. | Certification |
Not Applicable
Exhibits:
| Exhibit I: | Joint Filing Agreement by and among Matrix Partners China II Hong Kong Limited, Matrix Partners China II, L.P., Matrix Partners China II-A, L.P., Matrix China Management II, L.P., Matrix China II GP GP, Ltd. and Yibo Shao. |
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.
Dated: February 4, 2015
| MATRIX PARTNERS CHINA II HONG KONG LIMITED | ||
| By: Matrix Partners China II, L.P. | ||
| By: Matrix China Management II, L.P. | ||
| By: Matrix China II GP GP, Ltd. | ||
| By: |
/s/ Yibo Shao | |
| Name: |
Yibo Shao | |
| Title: |
Director | |
| MATRIX PARTNERS CHINA II, L.P. | ||
| By: Matrix China Management II, L.P. | ||
| By: Matrix China II GP GP, Ltd. | ||
| By: |
/s/ Yibo Shao | |
| Name: |
Yibo Shao | |
| Title: |
Director | |
| MATRIX PARTNERS CHINA II-A, L.P. | ||
| By: Matrix China Management II, L.P. | ||
| By: Matrix China II GP GP, Ltd. | ||
| By: |
/s/ Yibo Shao | |
| Name: |
Yibo Shao | |
| Title: |
Director | |
| MATRIX CHINA MANAGEMENT II, L.P. | ||
| By: Matrix China II GP GP, Ltd. | ||
| By: |
/s/ Yibo Shao | |
| Name: |
Yibo Shao | |
| Title: |
Director | |
| MATRIX CHINA II GP GP, LTD. | ||
| By: |
/s/ Yibo Shao | |
| Name: |
Yibo Shao | |
| Title: |
Director | |
| /s/ Yibo Shao |
| YIBO SHAO |
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of ordinary shares of Momo Inc. is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 4, 2015
| MATRIX PARTNERS CHINA II HONG KONG LIMITED | ||
| By: Matrix Partners China II, L.P. | ||
| By: Matrix China Management II, L.P. | ||
| By: Matrix China II GP GP, Ltd. | ||
| By: |
/s/ Yibo Shao | |
| Name: |
Yibo Shao | |
| Title: |
Director | |
| MATRIX PARTNERS CHINA II, L.P. | ||
| By: Matrix China Management II, L.P. | ||
| By: Matrix China II GP GP, Ltd. | ||
| By: |
/s/ Yibo Shao | |
| Name: |
Yibo Shao | |
| Title: |
Director | |
| MATRIX PARTNERS CHINA II-A, L.P. | ||
| By: Matrix China Management II, L.P. | ||
| By: Matrix China II GP GP, Ltd. | ||
| By: |
/s/ Yibo Shao | |
| Name: |
Yibo Shao | |
| Title: |
Director | |
| MATRIX CHINA MANAGEMENT II, L.P. | ||
| By: Matrix China II GP GP, Ltd. | ||
| By: |
/s/ Yibo Shao | |
| Name: |
Yibo Shao | |
| Title: |
Director | |
| MATRIX CHINA II GP GP, LTD. | ||
| By: |
/s/ Yibo Shao | |
| Name: |
Yibo Shao | |
| Title: |
Director | |
| /s/ Yibo Shao | ||
| YIBO SHAO | ||