I-Mab — Major Shareholding Notification 2023

Feb 8, 2023

SC 13G/A 1 tm235921d1_sc13ga.htm SC 13G/A

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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. 2)* |
| I-MAB |
| (Name of Issuer) |
| Ordinary Shares, par value of $ 0.0001 per share |
| (Title of Class of Securities) |
| 44975P103 ** |
| (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) |
| ¨ Rule 13d-1(c) |
| x Ru le 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. ** There is no CUSIP number assigned to the Ordinary Shares. CUSIP
number 44975P 103 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on the Nasdaq
Global Market under the symbol “IMAB.” Each 10 ADSs represents 23 Ordinary Shares. |
| 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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| 1 | NAMES
OF REPORTING PERSONS Jingwu Zhang Zang | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER 10,155,292 |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 10,155,292 |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,155,292 | |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.32%** | |
| 12 | TYPE
OF REPORTING PERSON IN | |

*Represents (i) 3,235,161 ordinary shares directly held by Mabcore Limited, a British Virgin Islands company, (ii) 207,765 ordinary shares held by Dr. Zang through The 2019 Hasselt Revocable Trust, (iii) 5,962,625 ordinary shares, including 114,890 ordinary shares in the form of ADSs, held by Dr. Zang through The Doctor Zang 2020 Dynasty Trust, and (iv) 602,858 ordinary shares in the form of ADSs and 146,883 ordinary shares issuable upon exercise of options exercisable within 60 days after December 31, 2022 held by Dr. Zang. The 2019 Hasselt Revocable Trust was established under the laws of the State California and is co-managed by Dr. Zang and Ms. Zang (Dr. Zang’s spouse), each as a settlor and a trustee. The Doctor Zang 2020 Dynasty Trust was established under the laws of the State of California and is co-managed by Dr. Zang, as the settlor and the investment trustee, and by Ms. Zang, as the trustee.

** Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of I-Mab for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of I-Mab).

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| 1 | NAMES
OF REPORTING PERSONS Mabcore Limited | |
| --- | --- | --- |
| 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 3,235,161 |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 3,235,161 |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,235,161 | |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.69%* | |
| 12 | TYPE
OF REPORTING PERSON CO | |

• Dr. Zang, through himself and The Jingwu Zhang Zang 2018 Irrevocable Family Trust, owns a 55.6% equity interest in Mabcore Limited. Three other individuals own the remaining equity interest in Mabcore Limited. Dr. Zang is the sole director of Mabcore Limited. The Jingwu Zhang Zang 2018 Irrevocable Family Trust was established under the laws of New York and is co-managed by Ms. Zang, as the trustee, and by Dr. Zang, as the settlor. Pursuant to the currently effective memorandum and articles of association of Mabcore Limited, Dr. Zang, as the sole director, has the power to direct the actions of Mabcore Limited, including the voting and disposal of Mabcore Limited’s shares in I-Mab. Accordingly, Dr. Zang is deemed to indirectly own all of the 3,235,161 ordinary shares held by Mabcore Limited, while three other individuals are only entitled to their respective pro-rata economic interest in Mabcore Limited.

** Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of I-Mab for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of I-Mab).

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ITEM 1(a). NAME OF ISSUER :

I-Mab

ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES :

55th Floor, New Bund Center

555 West Haiyang Road, Pudong District

Shanghai, 200124

People’s Republic of China

ITEM 2(a). NAME OF PERSON FILING :

Jingwu Zhang Zang

Mabcore Limited

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE :

Jingwu Zhang Zang

55th Floor, New Bund Center

555 West Haiyang Road, Pudong District

Shanghai, 200124

People’s Republic of China

Mabcore Limited

Trinity Chambers, P.O. Box 4301

Road Town, Tortola, British Virgin Islands

ITEM 2(c). CITIZENSHIP :

Jingwu Zhang Zang – United States

Mabcore Limited – British Virgin Islands

ITEM 2(d). TITLE OF CLASS OF SECURITIES :

Ordinary shares, par value of $ 0.0001 per share

ITEM 2(e). CUSIP NO .:

44975P 103

There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 44975P103 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on the Nasdaq Global Market under the symbol “IMAB.” Each 10 ADSs represents 23 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

The following information with respect to the ownership of the ordinary shares of par value of $ 0.0001 per share of I-Mab by each of the reporting persons is provided as of December 31, 2022:

Reporting Person — Jingwu Zhang Zang	10,155,292	5.32	10,155,292	0	10,155,292	0
Mabcore Limited	3,235,161	1.69	3,235,161	0	3,235,161	0

The 10,155,292 ordinary shares of the Issuer beneficially owned by Dr. Jingwu Zhang Zang comprise (i) 3,235,161 ordinary shares directly held by Mabcore Limited as described below and (ii) 207,765 ordinary shares held by Dr. Zang through The 2019 Hasselt Revocable Trust, (iii) 5,962,625 ordinary shares, including 114,890 ordinary shares in the form of ADSs, held by Dr. Zang through The Doctor Zang 2020 Dynasty Trust, and (iv) 602,858 ordinary shares in the form of ADSs and 146,883 ordinary shares issuable upon exercise of options exercisable within 60 days after December 31, 2022 held by Dr. Zang. The 2019 Hasselt Revocable Trust was established under the laws of the State California and is co-managed by Dr. Zang and Ms. Zang, each as a settlor and a trustee. The Doctor Zang 2020 Dynasty Trust was established under the laws of the State of California and is co-managed by Dr. Zang, as the settlor and the investment trustee and by Ms. Zang, as the trustee.

Mabcore Limited, a British Virgin Islands company, directly holds 3,235,161 ordinary shares of the Issuer. Dr. Zang, through himself and The Jingwu Zhang Zang 2018 Irrevocable Family Trust, owns a 55.6% equity interest in Mabcore Limited. Three other individuals own the remaining equity interest in Mabcore Limited. Dr. Zang is the sole director of Mabcore Limited. The Jingwu Zhang Zang 2018 Irrevocable Family Trust was established under the laws of New York and is co-managed by Ms. Zang, as the trustee and by Dr. Zang, as the settlor. Pursuant to the currently effective memorandum and articles of association of Mabcore Limited, Dr. Zang, as the sole director, has the power to direct the actions of Mabcore Limited, including the voting and disposal of Mabcore Limited’s shares in I-Mab. Accordingly, Dr. Zang is deemed to indirectly own all of the 3,235,161 ordinary shares held by Mabcore Limited, while three other individuals are only entitled to their respective pro-rata economic interest in Mabcore Limited.

The percentage of the class of securities beneficially owned by each of the reporting persons as of December 31, 2022 is based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of I-Mab for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of I-Mab).

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

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ITEM 10. CERTIFICATIONS

Not applicable

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LIST OF EXHIBITS

Exhibit No.	Description
99.1	Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on February 11, 2022 by the reporting persons with the Securities and Exchange Commission)

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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.

Dated: February 8, 2023

Jingwu Zhang Zang
Jingwu Zhang Zang

| Mabcore Limited | /s/
Jingwu Zhang Zang |
| --- | --- |
| Name: | Jingwu
Zhang Zang |
| Title: | Director |

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