SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
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. )
MOMO, INC.
(Name of Issuer)
CLASS A ORDINARY SHARES
(Title of Class of Securities)
60879B107
(CUSIP Number)
12/31/14
(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)
(Continued on following pages)
Page 1 of 22 Pages
13 G
| CUSIP No. 60879B107 | Page 2 of 22 Pages |
| 1 | Name of reporting person
SCC GROWTH I HOLDCO A, LTD. (“SCCG I HOLDCO A”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-1141870 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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
2,063,441 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
2,063,441 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
2,063,441 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
0.7% | |||||
| 12 | Type of reporting person
OO | |||||
13 G
| CUSIP No. 60879B107 | Page 3 of 22 Pages |
| 1 | Name of reporting person
SEQUOIA CAPITAL CHINA GROWTH FUND I, L.P. (“SCCGF I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 26-0205433 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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
2,063,441 shares, all of which are held directly by SCCG I HOLDCO A. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
2,063,441 shares, all of which are held directly by SCCG I HOLDCO A. | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
2,063,441 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
0.7% | |||||
| 12 | Type of reporting person
PN | |||||
13 G
| CUSIP No. 60879B107 | Page 4 of 22 Pages |
| 1 | Name of reporting person
SEQUOIA CAPITAL CHINA GROWTH PARTNERS FUND I, L.P. (“SCCGF PTRS I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0577548 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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
2,063,441 shares, all of which are held directly by SCCG I HOLDCO A. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
2,063,441 shares, all of which are held directly by SCCG I HOLDCO A. | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
2,063,441 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
0.7% | |||||
| 12 | Type of reporting person
PN | |||||
13 G
| CUSIP No. 60879B107 | Page 5 of 22 Pages |
| 1 | Name of reporting person
SEQUOIA CAPITAL CHINA GF PRINCIPALS FUND I, L.P. (“SCCGF PRIN I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 33-1190310 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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
2,063,441 shares, all of which are held directly by SCCG I HOLDCO A. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
2,063,441 shares, all of which are held directly by SCCG I HOLDCO A. | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
2,063,441 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
0.7% | |||||
| 12 | Type of reporting person
PN | |||||
13 G
| CUSIP No. 60879B107 | Page 6 of 22 Pages |
| 1 | Name of reporting person
SEQUOIA CAPITAL CHINA GROWTH FUND MANAGEMENT I, L.P. (“SCCGF MGMT I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 26-0204337 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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
2,063,441 shares, all of which are held directly by SCCG I HOLDCO A. SCCGF MGMT I is the General Partner of SCCGF I, SCCGF PTRS I and SCCGF PRIN I. SCCGF I, SCCGF PTRS I and SCCGF PRIN I together own 100% of the outstanding ordinary shares of SCCG I HOLDCO A. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
2,063,441 shares, all of which are held directly by SCCG I HOLDCO A. SCCGF MGMT I is the General Partner of SCCGF I, SCCGF PTRS I and SCCGF PRIN I. SCCGF I, SCCGF PTRS I and SCCGF PRIN I together own 100% of the outstanding ordinary shares of SCCG I HOLDCO A. | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
2,063,441 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
0.7% | |||||
| 12 | Type of reporting person
PN | |||||
13 G
| CUSIP No. 60879B107 | Page 7 of 22 Pages |
| 1 | Name of reporting person
SEQUOIA CAPITAL CHINA GF HOLDCO III-A LTD. (“SCCGF HOLDCO III-A”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-1157403 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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
11,348,923 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
11,348,923 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
11,348,923 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
4.1% | |||||
| 12 | Type of reporting person
OO | |||||
13 G
| CUSIP No. 60879B107 | Page 8 of 22 Pages |
| 1 | Name of reporting person
SEQUOIA CAPITAL CHINA GROWTH FUND III, L.P. (“SCCGF III”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-1160392 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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
11,348,923 shares, all of which are held directly by SCCGF HOLDCO III-A. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
11,348,923 shares, all of which are held directly by SCCGF HOLDCO III-A. | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
11,348,923 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
4.1% | |||||
| 12 | Type of reporting person
PN | |||||
13 G
| CUSIP No. 60879B107 | Page 9 of 22 Pages |
| 1 | Name of reporting person
SC CHINA GROWTH III CO-INVESTMENT 2014-A, L.P. (“SCCG III CO-INV 2014-A”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-1169076 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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
5,158,602 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
5,158,602 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
5,158,602 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
1.9% | |||||
| 12 | Type of reporting person
PN | |||||
13 G
| CUSIP No. 60879B107 | Page 10 of 22 Pages |
| 1 | Name of reporting person
SC CHINA GROWTH III MANAGEMENT, L.P. (“SCCG III MGMT”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-1159704 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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
16,507,525 shares, of which 11,348,923 shares are held directly by SCCGF HOLDCO III-A and 5,158,602 shares are held directly by SCCG III CO-INV 2014-A. SCCG III MGMT is the General Partner of SCCGF III and SCCG III CO-INV 2014-A. SCCGF III owns 100% of the outstanding ordinary shares of SCCGF HOLDCO III-A. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
16,507,525 shares, of which 11,348,923 shares are held directly by SCCGF HOLDCO III-A and 5,158,602 shares are held directly by SCCG III CO-INV 2014-A. SCCG III MGMT is the General Partner of SCCGF III and SCCG III CO-INV 2014-A. SCCGF III owns 100% of the outstanding ordinary shares of SCCGF HOLDCO III-A. | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
16,507,525 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
6.0% | |||||
| 12 | Type of reporting person
PN | |||||
13 G
| CUSIP No. 60879B107 | Page 11 of 22 Pages |
| 1 | Name of reporting person
SC CHINA HOLDING LIMITED (“SCC HOLD”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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
18,570,966 shares of which 2,063,441 shares are directly held by SCCG I HOLDCO A, 11,348,923 shares are directly held by SCCGF HOLDCO III-A and 5,158,602 shares are directly held by SCCG III CO-INV 2014-A. SCC HOLD is the General Partner of SCCGF MGMT I and SCCG III MGMT. SCCGF MGMT I is the General Partner of each of SCCGF I, SCCGF PTRS I and SCCGF PRIN I. SCCGF I, SCCGF PTRS I and SCCGF PRIN I together own 100% of the outstanding ordinary shares of SCCG I HOLDCO A. SCCG III MGMT is the General Partner of SCCGF III and SCCG III CO-INV 2014-A. SCCGF III owns 100% of the outstanding ordinary shares of SCCGF HOLDCO III-A. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
18,570,966 shares of which 2,063,441 shares are directly held by SCCG I HOLDCO A, 11,348,923 shares are directly held by SCCGF HOLDCO III-A and 5,158,602 shares are directly held by SCCG III CO-INV 2014-A. SCC HOLD is the General Partner of SCCGF MGMT I and SCCG III MGMT. SCCGF MGMT I is the General Partner of each of SCCGF I, SCCGF PTRS I and SCCGF PRIN I. SCCGF I, SCCGF PTRS I and SCCGF PRIN I together own 100% of the outstanding ordinary shares of SCCG I HOLDCO A. SCCG III MGMT is the General Partner of SCCGF III and SCCG III CO-INV 2014-A. SCCGF III owns 100% of the outstanding ordinary shares of SCCGF HOLDCO III-A. | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
18,570,966 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
6.7% | |||||
| 12 | Type of reporting person
OO | |||||
13 G
| CUSIP No. 60879B107 | Page 12 of 22 Pages |
| 1 | Name of reporting person
SNP CHINA ENTERPRISES LIMITED (“SNP”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
BRITISH VIRGIN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
18,570,966 shares of which 2,063,441 shares are directly held by SCCG I HOLDCO A, 11,348,923 shares are directly held by SCCGF HOLDCO III-A and 5,158,602 shares are directly held by SCCG III CO-INV 2014-A. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCCGF MGMT I and SCCG III MGMT. SCCGF MGMT I is the General Partner of each of SCCGF I, SCCGF PTRS I and SCCGF PRIN I. SCCGF I, SCCGF PTRS I and SCCGF PRIN I together own 100% of the outstanding ordinary shares of SCCG I HOLDCO A. SCCG III MGMT is the General Partner of SCCGF III and SCCG III CO-INV 2014-A. SCCGF III owns 100% of the outstanding ordinary shares of SCCGF HOLDCO III-A. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
18,570,966 shares of which 2,063,441 shares are directly held by SCCG I HOLDCO A, 11,348,923 shares are directly held by SCCGF HOLDCO III-A and 5,158,602 shares are directly held by SCCG III CO-INV 2014-A. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCCGF MGMT I and SCCG III MGMT. SCCGF MGMT I is the General Partner of each of SCCGF I, SCCGF PTRS I and SCCGF PRIN I. SCCGF I, SCCGF PTRS I and SCCGF PRIN I together own 100% of the outstanding ordinary shares of SCCG I HOLDCO A. SCCG III MGMT is the General Partner of SCCGF III and SCCG III CO-INV 2014-A. SCCGF III owns 100% of the outstanding ordinary shares of SCCGF HOLDCO III-A. | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
18,570,966 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
6.7% | |||||
| 12 | Type of reporting person
OO | |||||
13 G
| CUSIP No. 60879B107 | Page 13 of 22 Pages |
| 1 | Name of reporting person
NAN PENG SHEN (“NS”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
HONG KONG SAR | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
18,570,966 shares of which 2,063,441 shares are directly held by SCCG I HOLDCO A, 11,348,923 shares are directly held by SCCGF HOLDCO III-A and 5,158,602 shares are directly held by SCCG III CO-INV 2014-A. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCCGF MGMT I and SCCG III MGMT. SCCGF MGMT I is the General Partner of each of SCCGF I, SCCGF PTRS I and SCCGF PRIN I. SCCGF I, SCCGF PTRS I and SCCGF PRIN I together own 100% of the outstanding ordinary shares of SCCG I HOLDCO A. SCCG III MGMT is the General Partner of SCCGF III and SCCG III CO-INV 2014-A. SCCGF III owns 100% of the outstanding ordinary shares of SCCGF HOLDCO III-A. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
18,570,966 shares of which 2,063,441 shares are directly held by SCCG I HOLDCO A, 11,348,923 shares are directly held by SCCGF HOLDCO III-A and 5,158,602 shares are directly held by SCCG III CO-INV 2014-A. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCCGF MGMT I and SCCG III MGMT. SCCGF MGMT I is the General Partner of each of SCCGF I, SCCGF PTRS I and SCCGF PRIN I. SCCGF I, SCCGF PTRS I and SCCGF PRIN I together own 100% of the outstanding ordinary shares of SCCG I HOLDCO A. SCCG III MGMT is the General Partner of SCCGF III and SCCG III CO-INV 2014-A. SCCGF III owns 100% of the outstanding ordinary shares of SCCGF HOLDCO III-A. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
18,570,966 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
6.7% | |||||
| 12 | Type of reporting person
IN | |||||
13 G
| CUSIP No. 60879B107 | Page 14 of 22 Pages |
| ITEM 1. |
| (a) | Name of Issuer: Momo, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices: |
20th Floor, Block B
Tower 2, Wangjing SOHO
No. 1 Futongdong Street
Chaoyang District, Beijing 100102
People’s Republic of China
| ITEM 2. |
| (a) | Name of Persons Filing: |
SCC Growth I Holdco A, Ltd.
Sequoia Capital China Growth Fund I, L.P.
Sequoia Capital China Growth Partners Fund I, L.P.
Sequoia Capital China GF Principals Fund I, L.P.
Sequoia Capital China Growth Fund Management I, L.P.
Sequoia Capital China GF Holdco III-A, Ltd.
Sequoia Capital China Growth Fund III, L.P.
SC China Growth III Co-Investment 2014-A, L.P.
SC China Growth III Management, L.P.
SC China Holding Limited
SNP China Enterprises Limited
Nan Peng Shen
SCCGF MGMT I is the General Partner of SCCGF I, SCCGF PTRS I and SCCGF PRIN I. SCCGF I, SCCGF PTRS I and SCCGF PRIN I together own 100% of the outstanding ordinary shares of SCCG I HOLDCO A. SCCG III MGMT is the General Partner of SCCGF III and SCCG III CO-INV 2014-A. SCCGF III owns 100% of the outstanding ordinary shares of SCCGF HOLDCO III-A. SCC HOLD is the General Partner of SCCGF MGMT I and SCCG III MGMT. SNP is the Director of, and wholly owns, SCC HOLD. NS is the Director of, and wholly owns, SNP.
| (b) | Address of Principal Business Office or, if none, Residence: |
3000 Sand Hill Road, 4-250
Menlo Park, CA 94025
| (c) | Citizenship: |
SCCG I HOLDCO A, SCCGF I, SCCGF PTRS I, SCCGF PRIN I, SCCGF MGMT I, SCCGF HOLDCO III-A, SCCGF III, SCCGIII CO-INV 2014-A, SCCG III MGMT, SCC HOLD: Cayman Islands
SNP: British Virgin Islands
NS: Hong Kong SAR
13 G
| CUSIP No. 60879B107 | Page 15 of 22 Pages |
| (d) | Title of Class of Securities: | Class A Ordinary Shares | ||
| (e) | CUSIP Number: | 60879B107 | ||
| ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
| ITEM 4. | Ownership |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| 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
13 G
| CUSIP No. 60879B107 | Page 16 of 22 Pages |
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
13 G
| CUSIP No. 60879B107 | Page 17 of 22 Pages |
SIGNATURE
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 12, 2015
| SCC Growth I Holdco A, Ltd. | ||||
| By: | Sequoia Capital China Growth Fund I, L.P. | |||
| Sequoia Capital China Growth Partners Fund I, L.P. | ||||
| Sequoia Capital China GF Principals Fund I, L.P. | ||||
| its Members | ||||
| By: | Sequoia Capital China Growth Fund Management I, L.P. | |||
| General Partner of Each | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
| Sequoia Capital China Growth Fund I, L.P. | ||||
| Sequoia Capital China Growth Partners Fund I, L.P. | ||||
| Sequoia Capital China GF Principals Fund I, L.P. | ||||
| By: | Sequoia Capital China Growth Fund Management I, L.P. | |||
| General Partner of Each | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
| Sequoia Capital China Growth Fund Management I, L.P. | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
13 G
| CUSIP No. 60879B107 | Page 18 of 22 Pages |
| Sequoia Capital China GF Holdco III-A, Ltd. | ||||
| By: | Sequoia Capital China Growth Fund III, L.P. | |||
| its Member | ||||
| By: | SC China Growth III Management, L.P. | |||
| its General Partner | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
| Sequoia Capital China Growth Fund III, L.P. | ||||
| By: | SC China Growth III Management, L.P. | |||
| its General Partner | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
| SC China Growth III Co-Investment 2014-A, L.P. | ||||
| By: | SC China Growth III Management, L.P. | |||
| its General Partner | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
| SC China Growth III Management, L.P. | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
| SC China Holding Limited | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
13 G
| CUSIP No. 60879B107 | Page 19 of 22 Pages |
| SNP China Enterprises Limited | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen, Owner and Director | ||||
| /s/ Nan Peng Shen | ||||
| Nan Peng Shen | ||||
13 G
| CUSIP No. 60879B107 | Page 20 of 22 Pages |
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the Class A Ordinary shares of Momo, Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: February 12, 2015
| SCC Growth I Holdco A, Ltd. | ||||
| By: | Sequoia Capital China Growth Fund I, L.P. | |||
| Sequoia Capital China Growth Partners Fund I, L.P. | ||||
| Sequoia Capital China GF Principals Fund I, L.P. | ||||
| its Members | ||||
| By: | Sequoia Capital China Growth Fund Management I, L.P. | |||
| General Partner of Each | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
| Sequoia Capital China Growth Fund I, L.P. | ||||
| Sequoia Capital China Growth Partners Fund I, L.P. | ||||
| Sequoia Capital China GF Principals Fund I, L.P. | ||||
| By: | Sequoia Capital China Growth Fund Management I, L.P. | |||
| General Partner of Each | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
| Sequoia Capital China Growth Fund Management I, L.P. | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
13 G
| CUSIP No. 60879B107 | Page 21 of 22 Pages |
| Sequoia Capital China GF Holdco III-A, Ltd. | ||||
| By: | Sequoia Capital China Growth Fund III, L.P. | |||
| its Member | ||||
| By: | SC China Growth III Management, L.P. | |||
| its General Partner | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
| Sequoia Capital China Growth Fund III, L.P. | ||||
| By: | SC China Growth III Management, L.P. | |||
| its General Partner | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
| SC China Growth III Co-Investment 2014-A, L.P. | ||||
| By: | SC China Growth III Management, L.P. | |||
| its General Partner | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
| SC China Growth III Management, L.P. | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
13 G
| CUSIP No. 60879B107 | Page 22 of 22 Pages |
| SC China Holding Limited | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
| SNP China Enterprises Limited | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen, Owner and Director | ||||
| /s/ Nan Peng Shen | ||||
| Nan Peng Shen | ||||