| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
LexinFintech Holdings Ltd.
(Name of Issuer)
Ordinary shares, $0.0001 par value per share
(Title of Class of Securities)
528877 103**
(CUSIP Number)
December 31, 2022
(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) |
| x | Rule 13d-1(c) |
| ¨ | 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 disclosures provided in a prior cover page.
** CUSIP number 528877 103 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Select Market under the symbol “LX.” Each ADS represents two Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.
The information required on 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 | Name of Reporting Person Wenjie Xiao | ||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 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 87,221,447(1) | |||
| 6 | Shared Voting Power 0 | ||||
| 7 | Sole Dispositive Power 87,221,447(1) | ||||
| 8 | Shared Dispositive Power 0 | ||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 87,221,447(1) | ||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||||
| 11 | Percent of Class Represented by Amount in Row 9 23.6% | ||||
| 12 | Type of Reporting Person IN | ||||
(1) Represents 3,399,475 ADSs, representing 6,798,950 Class A ordinary shares, and 80,189,163 Class B ordinary shares held by Installment Payment Investment Inc., a company incorporated in the British Virgin Islands and controlled by The JX Chen Family Trust, and 233,334 Class A ordinary shares issuable to Mr. Wenjie Xiao upon exercise of options granted to him within 60 days after December 31, 2022. The beneficiaries of The JX Chen Family Trust are Mr. Wenjie Xiao and his family and therefore, Mr. Xiao may be deemed to be the beneficial owner of the shares held by Installment Payment Investment Inc. 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 vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
2
| 1 | Name of Reporting Person The JX Chen Family Trust | ||||
| 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 86,988,113(2) | |||
| 6 | Shared Voting Power 0 | ||||
| 7 | Sole Dispositive Power 86,988,113(2) | ||||
| 8 | Shared Dispositive Power 0 | ||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 86,988,113(2) | ||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||||
| 11 | Percent of Class Represented by Amount in Row 9 23.5% | ||||
| 12 | Type of Reporting Person OO | ||||
(2) Represents 3,399,475 ADSs, representing 6,798,950 Class A ordinary shares, and 80,189,163 Class B ordinary shares held by Installment Payment Investment Inc. Installment Payment Investment Inc. is controlled by The JX Chen Family Trust. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. 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 vote.
3
| 1 | Name of Reporting Person Installment Payment Investment Inc. | ||||
| 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 86,988,113(3) | |||
| 6 | Shared Voting Power 0 | ||||
| 7 | Sole Dispositive Power 86,988,113(3) | ||||
| 8 | Shared Dispositive Power 0 | ||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 86,988,113(3) | ||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||||
| 11 | Percent of Class Represented by Amount in Row 9 23.5% | ||||
| 12 | Type of Reporting Person CO | ||||
(3) Represents 3,399,475 ADSs, representing 6,798,950 Class A ordinary shares, and 80,189,163 Class B ordinary shares held by Installment Payment Investment Inc. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. 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 vote.
4
| Item 1(a). | Name of Issuer: LexinFintech Holdings Ltd. (the “Issuer”) |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: 27/F CES Tower, No. 3099 Keyuan South Road, Nanshan District, Shenzhen 518057, People's Republic of China |
| Item 2(a). |
Name of Person Filing: (ii) The JX Chen Family Trust, and (iii) Installment Payment Investment Inc. (collectively, the “Reporting Persons”) |
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
The JX Chen Family Trust 4th Floor, Monaco Towers 11 Dr. Roy’s Drive P.O. Box 10338, KY1-1003, Grand Cayman Cayman Islands
Installment Payment Investment Inc. |
| Item 2(c). |
Citizenship: The JX Chen Family Trust – Cayman Islands Installment Payment Investment Inc. – British Virgin Islands |
| Item 2(d). |
Title of Class of Securities:
The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. 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 vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| Item 2(e). |
CUSIP Number:
This CUSIP number applies to the American depositary shares of the Issuer, each representing two Class A ordinary shares of the Issuer, par value $0.0001 per share. No CUSIP has been assigned to the ordinary shares. |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: |
| Not applicable | |
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| Item 4. | Ownership: |
| Reporting Person | Amount beneficially owned: |
Percent
of class: |
Percent
of aggregate voting power: |
Sole
power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole
power to dispose or to direct the disposition of: |
Shared
power to dispose or to direct the disposition of: |
||||||||||||||
| Wenjie Xiao | 87,221,447 | (1) | 23.6 | %(2) | 74.1 | %(3) | 87,221,447 | (1) | 0 | 87,221,447 | (1) | 0 | |||||||||
| The JX Chen Family Trust | 86,988,113 | (4) | 23.5 | %(2) | 74.1 | %(3) | 86,988,113 | (4) | 0 | 86,988,113 | (4) | 0 | |||||||||
| Installment Payment Investment Inc. | 86,988,113 | (4) | 23.5 | %(2) | 74.1 | %(3) | 86,988,113 | (4) | 0 | 86,988,113 | (4) | 0 |
| (1) | Represents 3,399,475 ADSs, representing 6,798,950 Class A ordinary shares, and 80,189,163 Class B ordinary shares held by Installment Payment Investment Inc., a company incorporated in the British Virgin Islands and controlled by The JX Chen Family Trust, and 233,334 Class A ordinary shares issuable to Mr. Wenjie Xiao upon exercise of options granted to him within 60 days after December 31, 2022. The beneficiaries of The JX Chen Family Trust are Mr. Wenjie Xiao and his family and therefore, Mr. Xiao may be deemed to be the beneficial owner of the shares held by Installment Payment Investment Inc. 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 vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| (2) | The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 369,823,413 ordinary shares (being the sum of 289,634,250 Class A ordinary shares and 80,189,163 Class B ordinary shares) of the Issuer outstanding as of December 31, 2022 as a single class. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| (3) | For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of Class A and Class B ordinary shares of the Issuer as a single class. 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 vote. |
| (4) | Represents 3,399,475 ADSs, representing 6,798,950 Class A ordinary shares, and 80,189,163 Class B ordinary shares held by Installment Payment Investment Inc., a company incorporated in the British Virgin Islands and controlled by The JX Chen Family Trust. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| 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 | |
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling 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 |
7
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 14, 2023
| WENJIE XIAO | ||
| /s/ Wenjie Xiao | ||
| The JX Chen Family Trust | ||
| By: | /s/ Yeu Chi Fai | |
| /s/ Li Shuk Ling | ||
| Name: | Yeu Chi Fai / Li Shuk Ling | |
| on behalf of TMF (Cayman) Ltd. | ||
| Title: | Trustee | |
| INSTALLMENT PAYMENT INVESTMENT INC. | ||
| By: | /s/ Wenjie Xiao | |
| Name: | Wenjie Xiao | |
| Title: | Director | |
LIST OF EXHIBITS
| Exhibit No. | Description |
| A | Joint Filing Agreement |
EXHIBIT A
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 with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of ordinary shares, par value of $0.0001 per share, of LexinFintech Holdings Ltd., 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.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2023.
| WENJIE XIAO | ||
| /s/ Wenjie Xiao | ||
| The JX Chen Family Trust | ||
| By: | /s/ Yeu Chi Fai | |
| /s/ Li Shuk Ling | ||
| Name: | Yeu Chi Fai / Li Shuk Ling | |
| on behalf of TMF (Cayman) Ltd. | ||
| Title: | Trustee | |
| INSTALLMENT PAYMENT INVESTMENT INC. | ||
| By: | /s/ Wenjie Xiao | |
| Name: | Wenjie Xiao | |
| Title: | Director | |