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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549 

 

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SCHEDULE 13D 

Under the Securities Exchange Act of 1934

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September 1, 2020

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [  ].

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-1(a) for other parties to whom copies are to be sent.

 

*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 disclosures provided in a prior cover page.

 

**This CUSIP number applies to Futu Holdings Limited’s American Depositary Shares, each representing eight Class A ordinary shares.

 

The information required on 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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). 

 

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Item 1. Security and Issuer.

This Amendment No. 2 supplements and amends the Schedule 13D filed on March 21, 2019, as amended by Amendment No. 1 to such Schedule 13D filed on August 12, 2019 (as so amended, the “Statement”) by the Reporting Persons, relating to the Class A ordinary shares, par value $0.00001 per share (the “Class A Ordinary Shares”) of Futu Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), whose principal executive offices are located at 11/F, Bangkok Bank Building, No. 18 Bonham Strand W, Sheung Wan, Hong Kong S.A.R., People’s Republic of China. Each Item below amends and supplements the information disclosed under the corresponding Item of the Statement. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Statement. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as are ascribed to such terms in the Statement.

The Company’s American depositary shares (the “ADSs”), each representing eight Class A Ordinary Shares, are listed on the Nasdaq Global Market under the symbol “FHL.” The Reporting Persons (as defined below) beneficially own the Class A Ordinary Shares in the form of ADSs.

Item 2. Identity and Background.

Item 2 is hereby amended and restated in its entirety as follows:

(a)-(c), (f) This Statement is being filed by a “group,” as defined in Rule 13d‑5 of the General Rules and Regulations promulgated under the Exchange Act. The members of the group are:

(i) General Atlantic Singapore FT Pte Ltd. (“GAS FT”);

(ii) General Atlantic Singapore Fund Pte. Ltd. (“GASF”);

(iii) General Atlantic Singapore Interholdco Ltd. (“GASF Interholdco”);

(iv) General Atlantic Partners (Bermuda) IV, L.P. (“GAP Bermuda IV”);

(v) General Atlantic Partners (Bermuda) EU, L.P. (“GAP Bermuda EU”);

(vi) General Atlantic GenPar (Bermuda), L.P. (“GenPar Bermuda”);

(vii) GAP (Bermuda) Limited (“GAP (Bermuda) Limited”);

(viii) General Atlantic LLC (“GA LLC”);

(ix) GAP Coinvestments III, LLC (“GAPCO III”);

(x) GAP Coinvestments IV, LLC (“GAPCO IV”);

(xi) GAP Coinvestments V, LLC (“GAPCO V”); and

(xii) GAP Coinvestments CDA, L.P. (“GAPCO CDA”).

Each of the foregoing is referred to as a Reporting Person and collectively as the “Reporting Persons.” GAP Bermuda IV, GAP Bermuda EU, GAPCO III, GAPCO IV, GAPCO V and GAPCO CDA are collectively referred to as the “GA Funds.”

The principal address of each of the Reporting Persons (other than GASF FT and GASF) is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The principal address of GASF FT and GASF is 8 Marina View, #41-04, Asia Square Tower 1, Singapore 018960.

 

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Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.

GAS FT is wholly owned by GASF.  The majority shareholder of GASF is GASF Interholdco.  The members of GASF Interholdco that share beneficial ownership of the Class A Ordinary Shares held of record by GAS FT are the GA Funds.  The general partner of each of GAP Bermuda IV and GAP Bermuda EU is GenPar Bermuda, and the general partner of GenPar Bermuda is GAP (Bermuda) Limited.  GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA.  There are eight members of the management committee of GA LLC (the “GA Management Committee”) as of the date hereof.  The members of the GA Management Committee are also the members of the management committee of GAP (Bermuda) Limited.  Each of the members of the GA Management Committee disclaims ownership of the Class A Ordinary Shares except to the extent he or she has a pecuniary interest therein.  The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference.  The present principal occupation or employment of each of the members of the GA Management Committee is as a managing director of GA LLC.  The present principal occupation or employment of each of the directors of GAS FT, GASF and GASF Interholdco is set forth on Schedule A.

 (d)-(e) None of the Reporting Persons and none of the individuals listed on Schedule A have, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Unchanged.

Item 4. Purpose of Transaction.

Unchanged.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a) The percentages used herein are calculated based upon on an aggregate of 538,072,909 Class A Ordinary Shares reported to be outstanding in the Company’s Rule 424(b)(5) Prospectus filed with the Securities and Exchange Commission on August 19, 2020.  Additionally, the Company’s Class B ordinary shares, par value $0.00001 per share, are convertible into Class A Ordinary Shares on a one-to-one basis at any time by the holders thereof.  An aggregate of 544,552,051 Class B ordinary shares of the Company were reported to be outstanding in the Company’s Rule 424(b)(5) Prospectus filed with the Securities and Exchange Commission on August 19, 2020.

As of the date hereof, GAS FT beneficially owns 39,677,704 Class A Ordinary Shares, or approximately 7.4% of the aggregate 538,072,909 Class A Ordinary Shares, or approximately 3.7% of the Company’s total issued and outstanding ordinary shares on an as-converted basis.

By virtue of the fact that (i) GASF owns all of GAS FT’s voting shares, (ii) GASF Interholdco owns a majority of GASF’s voting shares, (iii) the GA Funds contributed the capital to GASF Interholdco to fund GAS FT’s purchases of the Class A Ordinary Shares and ADSs and may direct GASF Interholdco with respect to its shares of GASF, (iv) GAP (Bermuda) Limited is the general partner of GenPar Bermuda and GenPar Bermuda is the general partner of GAP Bermuda IV and GAP Bermuda EU, (v) GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and is the general partner of GAPCO CDA and (vi) the members of the GA Management Committee control the investment decisions of GAP (Bermuda) Limited and GA LLC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the Class A Ordinary Shares and the ADSs owned of record by GAS FT.  As a result, as of the date hereof, each of the Reporting Persons may be deemed

 

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(b) Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the 39,677,704 Class A Ordinary Shares that may be deemed to be beneficially owned by each of them.

(c) The table below specifies the date, amount and price per ADSs for the Class A Ordinary Shares sold by the Reporting Persons during the 60-day period prior to September 2, 2020. The Reporting Persons effected sales of Class A Ordinary Shares in the form of ADSs through open market transactions on the Nasdaq Global Market under Rule 144 promulgated pursuant to the Securities Act of 1833, as amended.

In addition to the above sale transactions, on August 26, 2020, the Reporting Persons surrendered two Class A Ordinary Shares for no value in connection with the conversion by the Reporting Persons of Class A Ordinary Shares into ADSs as those two Class A Ordinary Shares were considered fractional shares that could not be converted into ADSs.

(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

Unchanged.

Item 7. Materials to be Filed as Exhibits.

Unchanged.

 

SIGNATURES

 

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:  September 3, 2020

 

Name	Business Address	Citizenship
William E. Ford (Chief Executive Officer)	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Gabriel Caillaux	23 Savile Row London W1S 2ET United Kingdom	France
Andrew Crawford	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Martin Escobari	55 East 52nd Street 33rd Floor New York, New York 10055	Bolivia and Brazil
Anton J. Levy	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Sandeep Naik	Level 19, Birla Aurora Dr. Annie Besant Road Worli, Mumbai 400 030 India	United States
Graves Tompkins	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Robbert Vorhoff	55 East 52nd Street 33rd Floor New York, New York 10055	United States

Name	Business Address	Citizenship
Ong Yu Huat	Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960	Malaysia
Izkandar Edward Heylett	Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960	Malaysia

Name	Business Address	Citizenship
J. Frank Brown	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Michael Gosk	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Christopher G. Lanning	55 East 52nd Street 33rd Floor New York, New York 10055	United States