Sound Group Inc. — Major Shareholding Notification 2021

Feb 24, 2021

SC 13G 1 a21-6083_1sc13g.htm SC 13G

*UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549*

*SCHEDULE 13G Under the Securities Exchange Act of 1934*

(Amendment No. )*

*LIZHI INC.*

(Name of Issuer)

*Class A ordinary shares, par value US$0.0001 per share*

(Title of Class of Securities)

53933L104 **
(CUSIP Number)

*December 31 , 20 20*

(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.

** There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 53933L104 has been assigned to the American Depositary Shares (“ADSs”) of the Company, which are quoted on the Nasdaq Global Select Market under the symbol “LIZI”. Each ADS represents 20 Class A 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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CUSIP No. 53933L104

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).
	TMT General Partner Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization
	Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power
	177,999,990
6.	Shared Voting Power
	0
7.	Sole Dispositive Power
	177,999,990
8.	Shared Dispositive Power
	0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	177,999,990 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
	o
11.	Percent of Class Represented by Amount in Row (9)
	26.0 % (2)
12.	Type of Reporting Person (See Instructions)
	CO

(1) TMT General Partner Ltd is the general partner of Morningside China TMT GP II, L.P.. Morningside China TMT GP II, L.P. is the general partner of Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P.. Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are the record owner of 112,662,460 Class A Ordinary Shares and the record owner of 65,337,530 Class A Ordinary Shares.

(2) The ownership percentage of the Reporting Person is calculated based on a total of 683,446,090 Class A ordinary shares (excluding 25,428,430 Class A ordinary shares issued to Kastle Limited) as reported to be outstanding in the Company’s Form 20-F filed with the Securities Exchange Commission on April 20th, 2020.

2

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CUSIP No. 53933L104

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).
	Morningside China TMT GP II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization
	Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power
	177,999,990
6.	Shared Voting Power
	0
7.	Sole Dispositive Power
	177,999,990
8.	Shared Dispositive Power
	0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	177,999,990 (3)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
	o
11.	Percent of Class Represented by Amount in Row (9)
	26.0 % (4)
12.	Type of Reporting Person (See Instructions)
	PN

(3) TMT General Partner Ltd is the general partner of Morningside China TMT GP II, L.P.. Morningside China TMT GP II, L.P. is the general partner of Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P.. Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are the record owner of 112,662,460 Class A Ordinary Shares and the record owner of 65,337,530 Class A Ordinary Shares.

(4) The ownership percentage of the Reporting Person is calculated based on a total of 683,446,090 Class A ordinary shares (excluding 25,428,430 Class A ordinary shares issued to Kastle Limited) as reported to be outstanding in the Company’s Form 20-F filed with the Securities Exchange Commission on April 20th, 2020.

3

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CUSIP No. 53933L104

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).
	Morningside China TMT Fund II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization
	Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power
	112,662,460
6.	Shared Voting Power
	0
7.	Sole Dispositive Power
	112,662,460
8.	Shared Dispositive Power
	0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	112,662,460
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
	o
11.	Percent of Class Represented by Amount in Row (9)
	16.5% (5)
12.	Type of Reporting Person (See Instructions)
	PN

(5) The ownership percentage of the Reporting Person is calculated based on a total of 683,446,090 Class A ordinary shares (excluding 25,428,430 Class A ordinary shares issued to Kastle Limited) as reported to be outstanding in the Company’s Form 20-F filed with the Securities Exchange Commission on April 20th, 2020.

4

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CUSIP No. 53933L104

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).
	Morningside China TMT Top Up Fund, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization
	Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power
	65,337,530
6.	Shared Voting Power
	0
7.	Sole Dispositive Power
	65,337,530
8.	Shared Dispositive Power
	0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	65,337,530
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
	o
11.	Percent of Class Represented by Amount in Row (9)
	9.6% (6)
12.	Type of Reporting Person (See Instructions)
	PN

(6) The ownership percentage of the Reporting Person is calculated based on a total of 683,446,090 Class A ordinary shares (excluding 25,428,430 Class A ordinary shares issued to Kastle Limited) as reported to be outstanding in the Company’s Form 20-F filed with the Securities Exchange Commission on April 20th, 2020.

5

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*Item 1.*

(a) Name of Issuer:

LIZHI INC.

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

Yangcheng Creative Industry Zone

No. 309 Middle Huangpu Avenue, Tianhe District

Guangzhou510655

People’s Republic of China

*Item 2.*

(a) Name of Person Filing:

I. TMT General Partner Ltd.

II. Morningside China TMT GP II, L.P.

III. Morningside China TMT Fund II, L.P.

IV. Morningside China TMT Top Up Fund, L.P.

(b) Address of Principal Business Office or, if none, Residence:

I. , II., III & IV. c/o Suite 905-6, 9th Floor

ICBC Tower, Three Garden Road

Hong Kong

(c) Citizenship:

I. , II., III & IV. Cayman Islands

(d) Title of Class of Securities:

Class A ordinary shares, par value US$0.0001 per share

(e) CUSIP Number:

There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 53933L104 has been assigned to the American Depositary Shares (“ADSs”) of the Company, which are quoted on the Nasdaq Global Select Market under the symbol “LIZI”. Each ADS represents 20 Class A Ordinary Shares.

*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*

(a) Amount beneficially owned:

The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.

(b) Percent of class:

The information required by Items 4(a) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.

(c) Number of shares as to which the person has:

The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.

TMT General Partner Ltd is the general partner of Morningside China TMT GP II, L.P.. Morningside China TMT GP II, L.P. is the general partner of Morningside China TMT Fund II, L.P.. Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are the record owner of 112,662,460 Class A Ordinary Shares and the record owner of 65,337,530 Class A Ordinary Shares. TMT General Partner Ltd. is controlled by its board consisting of five individuals, Jianming Shi, Qin Liu, Gerald Lokchung Chan, Maria K. Lam and Makim Wai On Andrew Ma, who have the voting and dispositive powers over the shares held by Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P..

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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.

Date: February 24, 2021

TMT General Partner Ltd.
By:	/s/ LIU, Qin
	Name: LIU, Qin
	Title: Director
Morningside China TMT GP II, L.P.
By: TMT General Partner Ltd., as its general partner
By:	/s/ LIU, Qin
	Name: LIU, Qin
	Title: Director
Morningside China TMT Fund II, L.P.,
By: Morningside China TMT GP II, L.P., as its general partner
By: TMT General Partner Ltd., as its general partner
By:	/s/ LIU, Qin
	Name: LIU, Qin
	Title: Director
Morningside China TMT Top Up Fund, L.P.,
By: Morningside China TMT GP II, L.P., as its general partner
By: TMT General Partner Ltd., as its general partner
By:	/s/ LIU, Qin
	Name: LIU, Qin
	Title: Director

8

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*Exhibit Index*

Exhibit No.	Exhibit
99.1	Joint Filing Agreement

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