Farmmi, Inc. — Major Shareholding Notification 2019

Jul 9, 2019

SC 13G/A 1 tv524868_sc13ga.htm SC 13G/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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

Farmmi, Inc.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G33277 107
(CUSIP Number)
June 18, 2019
(Date of Event Which Requires Filing of the 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).

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Cusip No. G33277 107 13G/A Page 2 of 7 Pages

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1.	NAME OF REPORTING PERSONS FarmNet Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o Not applicable
3.	SEC ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 9,300,000 (1)
6.	SHARED VOTING POWER 9,300,000 (1)
7.	SOLE DISPOSITIVE POWER 9,300,000 (1)
8.	SHARED DISPOSITIVE POWER 9,300,000 (1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,300,000 ordinary shares
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 64.9% (2)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1) Consists of 9,300,000 ordinary shares held directly by FarmNet Limited. Yefang Zhang is the sole director of FarmNet Limited and has sole voting and dispositive power over all shares held by FarmNet Limited.

(2) This percentage is calculated based upon 14,329,876 Ordinary Shares as of June 21, 2019, including 12,436,279 issued and outstanding, and 1,893,597 underlying the notes, the repayment of the interest of the notes in shares and the warrants.

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1.	NAME OF REPORTING PERSONS Yefang Zhang
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o Not applicable
3.	SEC ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Saint Lucia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 9,500,000 (1)
6.	SHARED VOTING POWER 9,500,000 (1)
7.	SOLE DISPOSITIVE POWER 9,500,000 (1)
8.	SHARED DISPOSITIVE POWER 9,500,000 (1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,500,000 ordinary shares
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 66.3% (2)
12.	TYPE OF REPORTING PERSON IN

(1) Consists of 9,300,000 ordinary shares held directly by FarmNet Limited and 200,000 ordinary shares held directly by children individually who are members of the household of Yefang Zhang and Zhengyu Wang. Yefang Zhang is the sole director of FarmNet Limited and has sole voting and dispositive power over all shares held by FarmNet Limited.

(2) This percentage is calculated based upon 14,329,876 Ordinary Shares as of June 21, 2019, including 12,436,279 issued and outstanding, and 1,893,597 underlying the notes, the repayment of the interest of the notes in shares and the warrants.

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Cusip No. G33277 107 13G/A Page 4 of 7 Pages

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1.	NAME OF REPORTING PERSONS Zhengyu Wang
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o Not applicable
3.	SEC ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION PRC

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 9,500,000 (1)
6.	SHARED VOTING POWER 9,500,000 (1)
7.	SOLE DISPOSITIVE POWER 9,500,000 (1)
8.	SHARED DISPOSITIVE POWER 9,500,000 (1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,500,000 ordinary shares
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 66.3% (2)
12.	TYPE OF REPORTING PERSON IN

(1) Consists of 9,300,000 ordinary shares held directly by FarmNet Limited and 200,000 ordinary shares held directly by children individually who are members of the household of Yefang Zhang and Zhengyu Wang. Yefang Zhang is the sole director of FarmNet Limited and has sole voting and dispositive power over all shares held by FarmNet Limited. Yefang Zhang and Zhengyu Wang are husband and wife and maybe deemed to share beneficial ownership of the shares held by each other.

(2) This percentage is calculated based upon 14,329,876 Ordinary Shares as of June 21, 2019, including 12,436,279 issued and outstanding, and 1,893,597 underlying the notes, the repayment of the interest of the notes in shares and the warrants.

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Cusip No. G33277 107 13G/A Page 5 of 7 Pages

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Item 1(a).	Name of Issuer:
	Farmmi, Inc.
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	No. 307, Tianning Industrial Area Lishui, Zhejiang Province China 323000
Item 2(a).	Name of Person Filing:
	FarmNet Limited
	Yefang Zhang
	Zhengyu Wang
Item 2(b).	Address of Principal Business Office or, if none, Residence:
	FarmNet Limited c/o Yefang Zhang No. 307, Tianning Industrial Area Lishui, Zhejiang Province China 323000
	Yefang Zhang c/o Farmmi, Inc. No. 307, Tianning Industrial Area Lishui, Zhejiang Province China 323000
	Zhengyu Wang c/o Farmmi, Inc. No. 307, Tianning Industrial Area Lishui, Zhejiang Province China 323000
Item 2(c).	Citizenship:
	FarmNet Limited – Cayman Islands
	Yefang Zhang – Saint Lucia
	Zhengyu Wang – PRC
Item 2(d).	Title of Class of Securities:
	Ordinary Shares
Item 2(e).	CUSIP Number:
	G33277 107
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:
	(a)	o	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
	(b)	o	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	o	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
	(j)	o	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
	(k)	o	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

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Item 4.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Reporting Person — FarmNet Limited	9,300,000	64.9 %	9,300,000	9,300,000	9,300,000	9,300,000
Yefang Zhang	9,500,000	66.3 %	9,500,000	9,500,000	9,500,000	9,500,000
Zhengyu Wang	9,500,000	66.3 %	9,500,000	9,500,000	9,500,000	9,500,000

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 5 percent of the class of securities, check the following o .
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:
	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

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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.

Date:	July 9, 2019
	FarmNet Limited
By:	/s/ Yefang Zhang
Name:	Yefang Zhang
Title:	Director
	Yefang Zhang
	/s/ Yefang Zhang
	Zhengyu Wang
	/s/ Zhengyu Wang

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LIST OF EXHIBITS

Exhibit No.	Description
1	Joint Filing Agreement

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