LexinFintech Holdings Ltd. — Major Shareholding Notification 2018

Feb 12, 2018

SC 13G 1 a18-5562_1sc13g.htm SC 13G

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934**

*LexinFintech Holdings Ltd.*

(Name of Issuer)

*Class A Ordinary Shares, par value of $0.0001 per share*

(Title of Class of Securities)

*528877 103*

(CUSIP Number)

*December 31, 2017*

(Date of Event Which Requires Filing of this 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.

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1 — 2	Names of Reporting Persons Taikang Asset Management Co., Ltd. — Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
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 19,916,351 Class A Ordinary Shares
		6	Shared Voting Power 0
		7	Sole Dispositive Power 19,916,351 Class A Ordinary Shares
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 19,916,351 Class A Ordinary Shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
11	Percent of Class Represented by Amount in Row (9) 9.2% of Class A Ordinary Shares
12	Type of Reporting Person OO

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1 — 2	Names of Reporting Persons Taikang Insurance Group Inc. — Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
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 19,916,351 Class A Ordinary Shares
		6	Shared Voting Power 0
		7	Sole Dispositive Power 19,916,351 Class A Ordinary Shares
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 19,916,351 Class A Ordinary Shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
11	Percent of Class Represented by Amount in Row (9) 9.2% of Class A Ordinary Shares
12	Type of Reporting Person OO

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1 — 2	Names of Reporting Persons Taikang Life Insurance Co., Ltd. — Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
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 19,916,351 Class A Ordinary Shares
		6	Shared Voting Power 0
		7	Sole Dispositive Power 19,916,351 Class A Ordinary Shares
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 19,916,351 Class A Ordinary Shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
11	Percent of Class Represented by Amount in Row (9) 9.2% of Class A Ordinary Shares
12	Type of Reporting Person OO

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1 — 2	Names of Reporting Persons Magic Peak Investments Limited — Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
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 19,916,351 Class A Ordinary Shares
		6	Shared Voting Power 0
		7	Sole Dispositive Power 19,916,351 Class A Ordinary Shares
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 19,916,351 Class A Ordinary Shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
11	Percent of Class Represented by Amount in Row (9) 9.2% of Class A Ordinary Shares
12	Type of Reporting Person OO

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Item 1(a).	Name of Issuer: LexinFintech Holdings Ltd.
Item 1(b).	Address of Issuer’s Principal Executive Offices: 27/F, CES Tower, No. 3099 Keyuan South Road Nanshan District, Shenzhen, 518052 People’s Republic of China
Item 2(a).	Name of Person Filing: (i) Taikang Asset Management Co., Ltd., (ii) Taikang Insurance Group Inc., (iii) Taikang Life Insurance Co., Ltd. and (iv) Magic Peak Investments Limited (collectively, the “Reporting Persons”).
Item 2(b).	Address of Principal Business Office, or, if none, Residence: Taikang Asset Management Co., Ltd. 10F, Taikang Life Building, 156 Fuxingmennei Street, Xicheng District , Beijing, People’s Republic of China Taikang Insurance Group Inc. 8 & 9 / F., Taikang Life Building, 156 Fuxingmennei Dajie Xicheng District, Beijing, People’s Republic of China Taikang Life Insurance Co., Ltd. 1/F, Taikang Zhongguancum Innovation Centre, No. 21-1 Kexueyuan Lu, Kejiyuanqu Changping District, Beijing , People’s Republic of China Magic Peak Investments Limited P.O. Box 957, Offshore Incorporations Centre Road Town, Tortola, British Virgin Islands
Item 2(c).	Citizenship: Taikang Asset Management Co., Ltd. – People’s Republic of China Taikang Insurance Group Inc. – People’s Republic of China Taikang Life Insurance Co., Ltd. – People’s Republic of China Magic Peak Investments Limited – British Virgin Islands
Item 2(d).	Title of Class of Securities: Class A Ordinary Shares, par value of $0.0001 per share, of the Issuer.
Item 2(e).	CUSIP No.: 528877 103*

• CUSIP number 528877 103 has been assigned to the American Depositary Shares (“ADS”) of the Issuer.

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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: — (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 associations 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 of 1940 (15 U.S.C. 80a-3).
	(j)	o	A non-U.S. institution in accordance with Section 240.13d–1(b)(1)(ii)(J).
	(k)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.	Ownership
	The following information with respect to the ownership of the Class A Ordinary Shares of the Issuer (the “Shares”) by each of the Reporting Persons is provided as of December 31, 2017:

Reporting Person	Amount beneficially owned:	Percent of class*:	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:
Taikang Asset Management Co., Ltd.	19,916,351	9.2 %	19,916,351	0	19,916,351	0
Taikang Insurance Group Inc.	19,916,351	9.2 %	19,916,351	0	19,916,351	0
Taikang Life Insurance Co., Ltd.	19,916,351	9.2 %	19,916,351	0	19,916,351	0
Magic Peak Investments Limited	19,916,351	9.2 %	19,916,351	0	19,916,351	0

*This percentage is calculated based on a total of 217,070,940 Class A Ordinary Shares of the Issuer outstanding immediately following the completion of its initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 21, 2017. The Shares are owned directly by Magic Peak Investments Limited, which is wholly-owned by Taikang Life Insurance Co., Ltd., which in turn is wholly-owned by Taikang Life Insurance Co., Ltd., which is wholly-owned by Taikang Insurance Group Inc. With respect to certain of its assets, Taikang Insurance Group Inc. has delegated to Taikang Asset Management Co., Ltd. certain investment discretion. Accordingly, Taikang Asset Management Co., Ltd. may be deemed to be a beneficial owner under Rule 13d-3 promulgated under the Act of the Shares held by Magic Peak Investments Limited, as it has the power to vote and dispose of, or direct the voting and disposition of, the Shares.

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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.
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.

Dated: February 12, 2018

Taikang Asset Management Co., Ltd.	By:	/s/ Duan Guo Sheng
	Name:	Duan Guo Sheng
	Title:	CEO
Taikang Insurance Group Inc.
	By:	/s/ Chen Dong Sheng
	Name:	Chen Dong Sheng
	Title:	Chairman
Taikang Life Insurance Co., Ltd.	By:	/s/ Chen Dong Sheng
	Name:	Chen Dong Sheng
	Title:	Chairman
Magic Peak Investments Limited	By:	/s/ Tan Zuyu
	Name:	Tan Zuyu
	Title:	Director

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*LIST OF EXHIBITS*

Exhibit 99.1 – Joint Filing Agreement

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