NOAH HOLDINGS LTD — Major Shareholding Notification 2014

Feb 12, 2014

SC 13G/A 1 d671505dsc13ga.htm SC 13G/A SC 13G/A

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. 2)

Noah Holdings Limited

(Name of Issuer)

ORDINARY SHARES

(Title of Class of Securities)

65487X102

(CUSIP Number)

12/31/13

(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)

13G

CUSIP No. 65487X102 Page 2 of 12 Pages

| 1 | NAME OF
REPORTING PERSON SEQUOIA CAPITAL CHINA I, L.P. (“SCC I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-3514012 | |
| --- | --- | --- |
| 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 3,859,240 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 3,859,240 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,859,240 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 14.0% | |
| 12 | TYPE OF REPORTING PERSON PN | |

13G

CUSIP No. 65487X102 Page 3 of 12 Pages

| 1 | NAME OF
REPORTING PERSON SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. (“SCC PTRS
I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-4387549 | |
| --- | --- | --- |
| 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 443,450 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 443,450 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 443,450 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 1.6% | |
| 12 | TYPE OF REPORTING PERSON PN | |

13G

CUSIP No. 65487X102 Page 4 of 12 Pages

| 1 | NAME OF
REPORTING PERSON SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. (“SCC PRIN
I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-4887879 | |
| --- | --- | --- |
| 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 597,310 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 597,310 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 597,310 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 2.2% | |
| 12 | TYPE OF REPORTING PERSON PN | |

13G

CUSIP No. 65487X102 Page 5 of 12 Pages

| 1 | NAME OF
REPORTING PERSON SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P. (“SCC MGMT I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-3348112 | |
| --- | --- | --- |
| 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 4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are
directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are
directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,900,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 17.8% | |
| 12 | TYPE OF REPORTING PERSON PN | |

13G

CUSIP No. 65487X102 Page 6 of 12 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 4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are
directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are
directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,900,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 17.8% | |
| 12 | TYPE OF REPORTING PERSON OO | |

13G

CUSIP No. 65487X102 Page 7 of 12 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 4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are
directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN
I. |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are
directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN
I. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,900,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 17.8% | |
| 12 | TYPE OF REPORTING PERSON OO | |

13G

CUSIP No. 65487X102 Page 8 of 12 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 121,551 |
| | 6 | SHARED VOTING POWER 4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are
directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and
SCC PRIN I. 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 121,551 |
| | 8 | SHARED DISPOSITIVE POWER 4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are
directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and
SCC PRIN I. 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 4,900,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 18.2% | |
| 12 | TYPE OF REPORTING PERSON IN | |

13G

CUSIP No. 65487X102 Page 9 of 12 Pages

ITEM 1.

(a) Name of Issuer: Noah Holdings Limited

(b) Address of Issuer’s Principal Executive Offices:

No. 32 Qinhuangdao Road, Building C

Shanghai 200082

People’s Republic of China

ITEM 2.

(a) Name of Persons Filing:

Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.

Sequoia Capital China Management I, L.P.

SC China Holding Limited

SNP China Enterprises Limited

Nan Peng Shen

SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I. 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

Citizenship:

SCC MGMT I, SCC I, SCC PTRS I, SCC PRIN I, SCC HOLD: Cayman Islands

SNP: British Virgin Islands

NS: Hong Kong SAR

(c) Title of Class of Securities: Ordinary Shares

(d) CUSIP Number: 65487X102

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

13G

CUSIP No. 65487X102 Page 10 of 12 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

ITEM 10. CERTIFICATION

NOT APPLICABLE

13G

CUSIP No. 65487X102 Page 11 of 12 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, 2014

Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
By: Sequoia Capital China 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 Management I, 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
SNP China Enterprises Limited
By:	/s/ Nan Peng Shen
Nan Peng Shen, Owner and Director
/s/ Nan Peng Shen
Nan Peng Shen

13G

CUSIP No. 65487X102 Page 12 of 12 Pages

EXHIBIT 1

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree that the Schedule 13G relating to the ordinary shares of Noah Holdings Limited, 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.

Date: February 12, 2014

Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
By: Sequoia Capital China 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 Management I, 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
SNP China Enterprises Limited
By:	/s/ Nan Peng Shen
Nan Peng Shen, Owner and Director
/s/ Nan Peng Shen
Nan Peng Shen