Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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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. )*
| 17 Education & Technology Group Inc. |
| (Name of Issuer) |
| Class A Ordinary Shares, par value US$0.0001 per share |
| (Title of Class of Securities) |
| 81807M106 |
| (CUSIP Number) |
| December 31, 2020 |
| (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) | |
| ☒ | 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 (however, see the Notes).
| CUSIP No. 81807M106 | SCHEDULE 13G | Page 2 of 8 |
| 1 |
NAME OF REPORTING PERSON
Temasek Holdings (Private) Limited |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
44,100,592 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
44,100,592 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,100,592 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.7%* |
|
| 12 |
TYPE OF REPORTING PERSON
HC |
| * | This percentage calculation is based on 411,211,902 Class A Ordinary Shares outstanding, according to the Issuer’s prospectus dated December 3, 2020. |
| CUSIP No. 81807M106 | SCHEDULE 13G | Page 3 of 8 |
| 1 |
NAME OF REPORTING PERSON
Tembusu Capital Pte. Ltd. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
44,100,592 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
44,100,592 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,100,592 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.7%* |
|
| 12 |
TYPE OF REPORTING PERSON
HC |
| * | This percentage calculation is based on 411,211,902 Class A Ordinary Shares outstanding, according to the Issuer’s prospectus dated December 3, 2020. |
| CUSIP No. 81807M106 | SCHEDULE 13G | Page 4 of 8 |
| 1 |
NAME OF REPORTING PERSON
Esta Investments Pte. Ltd. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
44,100,592 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
44,100,592 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,100,592 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.7%* |
|
| 12 |
TYPE OF REPORTING PERSON
CO |
| * | This percentage calculation is based on 411,211,902 Class A Ordinary Shares outstanding, according to the Issuer’s prospectus dated December 3, 2020. |
| CUSIP No. 81807M106 | SCHEDULE 13G | Page 5 of 8 |
| ITEM 1 | ||
| (a) | Name of Issuer | |
| 17 Education & Technology Group Inc. (the “Issuer”) | ||
| (b) | Address of Issuer’s Principal Executive Offices | |
| 16/F, Block B, Wangjing Greenland Center | ||
| Chaoyang District, Beijing 100102 | ||
| People's Republic of China | ||
| ITEM 2 | ||
| (a) | Names of Persons Filing | |
| (i) Temasek Holdings (Private) Limited (“Temasek”) | ||
(ii) Tembusu Capital Pte. Ltd. (“Tembusu”) | ||
(iii) Esta Investments Pte. Ltd. (“Esta” and, together with Temasek and Tembusu, the “Reporting Persons”) | ||
| (b) | Address of Principal Business Office or, if none, Residence | |
Each of the Reporting Persons: | ||
60B Orchard Road | ||
#06-18 Tower 2 | ||
The Atrium@Orchard | ||
Singapore 238891 | ||
| (c) | Citizenship | |
Each of the Reporting Persons: Singapore | ||
| (d) | Title of Class of Securities | |
Class A Ordinary Shares, par value US$0.0001 per share | ||
| (e) | CUSIP Number | |
81807M106. This CUSIP number applies to the American depositary shares. Two American depositary shares represent five Class A Ordinary shares of the Issuer. | ||
| ITEM 3 | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
Not applicable. | ||
| ITEM 4 | Ownership | |
Ownership information as of December 31, 2020 with respect to Temasek, Tembusu and Esta is incorporated by reference through items (5) through (9) and (11) of the cover page for each entity. | ||
Esta shares the power to vote and the power to dispose of 44,100,592 Class A Ordinary Shares held directly by it with Tembusu and Temasek. Esta is wholly owned by Tembusu, which is wholly owned by Temasek. | ||
| CUSIP No. 81807M106 | SCHEDULE 13G | Page 6 of 8 |
| 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. | |
| CUSIP No. 81807M106 | SCHEDULE 13G | Page 7 of 8 |
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.
| February 5, 2021 | ||||
TEMASEK HOLDINGS (PRIVATE) LIMITED |
||||
| By: | /s/ Andrew Ang Lye Whatt |
|||
| Name: | Andrew Ang Lye Whatt | |||
| Title: | Authorised Signatory | |||
TEMBUSU CAPITAL PTE. LTD. |
||||
| By: | /s/ Gregory Tan |
|||
| Name: | Gregory Tan |
|||
| Title: | Director |
|||
ESTA INVESTMENTS PTE LTD. |
||||
| By: | /s/ Yap Zhi Liang |
|||
| Name: | Yap Zhi Liang |
|||
| Title: | Director |
|||
| CUSIP No. 81807M106 | SCHEDULE 13G | Page 8 of 8 |
LIST OF EXHIBITS
| Exhibit No. | Description |
| A | Joint Filing Agreement |
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Ordinary Shares, par value $0.0001 per share, of 17 Education & Technology Group Inc., a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 5, 2021.
TEMASEK HOLDINGS (PRIVATE) LIMITED |
||||
| By: | /s/ Andrew Ang Lye Whatt |
|||
| Name: | Andrew Ang Lye Whatt | |||
| Title: | Authorised Signatory | |||
TEMBUSU CAPITAL PTE. LTD. |
||||
| By: | /s/ Gregory Tan |
|||
| Name: | Gregory Tan |
|||
| Title: | Director |
|||
ESTA INVESTMENTS PTE LTD. |
||||
| By: | /s/ Yap Zhi Liang |
|||
| Name: | Yap Zhi Liang |
|||
| Title: | Director |
|||