Sec Form 13G Filing - Pacific Alliance Group Ltd filing for BITAUTO HOLDINGS LTDBITAUTO HOLDINGS LTD - 2020-01-23

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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).

(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing one Ordinary Share.

SCHEDULE 13G

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Item 1.

(a)                                 Name of Issuer: Bitauto Holdings Limited

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

New Century Hotel Office Tower, 10/F

No. 6 South Capital Stadium Road

Beijing, 100044

The People’s Republic of China

Item 2.

(a)                                 Name of Person Filing: This statement is filed by the entities listed below, all of whom together are referred to herein as the “Reporting Persons”:

(i)                                     PAG Holdings Limited (“PAG Holdings”), a Cayman Islands company;

(ii)                                  Pacific Alliance Group Limited (“PAG Limited”), a Cayman Islands company, beneficially held as to 99.2% by PAG Holdings;

(iii)                               Pacific Alliance Investment Management Limited (“Pacific Alliance Investment Management”), a Cayman Islands company, beneficially held as to 90.0% by PAG Limited;

(iv)                           &# xA0;  Pacific Alliance Group Asset Management Limited (“PAG Asset Management”), a Cayman Islands company, beneficially held as to 100.0% by Pacific Alliance Investment Management; and

(v)                                 Pacific Alliance Asia Opportunity Fund L.P. (“Pacific Alliance Asia Opportunity”), a Cayman Islands limited partnership, of which PAG Asset Management is the general partner.

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

(i)                                     PAG Holdings

The address of the principal business office of PAG Holdings is located at:

PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

(ii)                                  PAG Limited

The address of the principal business office of PAG Limited is located at:

PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands, c/o 15/F., AIA Central, 1 Connaught Road Central, Hong Kong

(iii)                               Pacific Alliance Investment Management

The address of the principal business office of Pacific Alliance Investment Management is located at:

PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

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(iv)                              PAG Asset Management

The address of the principal business office of PAG Asset Management is located at:

PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

(v)                                 Pacific Alliance Asia Opportunity

The address of the principal business office of Pacific Alliance Asia Opportunity is located at:

PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

(c)                                  Citizenship: The citizenship of each of PAG Holdings, PAG Limited, Pacific Alliance Investment Management, PAG Asset Management and Pacific Alliance Asia Opportunity is the Cayman Islands.

(d)                                 Title and Class of Securities: Ordinary shares, par value US$0.00004 per share (“Ordinary Shares”)

(e)                                  CUSIP No.: 091727107

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:

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Item 4.                                 Ownership

Following a redemption by Bitauto Holdings Limited (the “Issuer”) of convertible notes it issued in an aggregate principal amount of US$126 million (the “Convertible Notes”), pursuant to which redemption four entities, namely, (i) PAG Asia Alpha LP, (ii) PAG-P Asia Fund L.P., (iii) PA Grand Opportunity Limited, and (iv) Pacific Alliance Asia Opportunity (the “holders”) sold, and the Issuer purchased, all of the Convertible Notes then held by the holders, each of the holders, and each of the holders’ beneficial owners disclosed herein as the Reporting Persons, beneficially owned zero Ordinary Shares of the Issuer as of December 31, 2019.

A.                                    PAG Holdings

(a)                                 Amount Beneficially Owned:  0

(b)                                 Percent of class:  0%

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

(i)                                    Sole power to vote or to direct the vote:  0

(ii)                                Shared power to vote or to direct the vote:  0

(iii)         Sole power to dispose or to direct the disposition of:  0

(iv)          Shared power to dispose or to direct the disposition of:  0

B.                                    PAG Limited

(a)                                 Amount Beneficially Owned:  0

(b)                                 Percent of class:  0%

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

(i)                                    Sole power to vote or to direct the vote:  0

(ii)                                Shared power to vote or to direct the vote:  0

(iii)                            Sole power to dispose or to direct the disposition of:  0

(iv)                             Shared power to dispose or to direct the disposition of:  0

C.                                    Pacific Alliance Investment Management

(a)                                 Amount Beneficially Owned:  0

(b)                                 Percent of class:  0%

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

(i)                                    Sole power to vote or to direct the vote:  0

(ii)                                Shared power to vote or to direct the vote:  0

(iii)                            Sole power to dispose or to direct the disposition of:  0

(iv)                             Shared power to dispose or to direct the disposition of:  0

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D.                                    PAG Asset Management

(a)                                 Amount Beneficially Owned:  0

(b)                                 Percent of class:  0%

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

(i)                                    Sole power to vote or to direct the vote:  0

(ii)                                Shared power to vote or to direct the vote:  0

(iii)                            Sole power to dispose or to direct the disposition of:  0

(iv)                             Shared power to dispose or to direct the disposition of:  0

E.                                     Pacific Alliance Asia Opportunity

(a)                                 Amount Beneficially Owned:  0

(b)                                 Percent of class:  0%

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

(i)                                    Sole power to vote or to direct the vote:  0

(ii)                                Shared power to vote or to direct the vote:  0

(iii)                            Sole power to dispose or to direct the disposition of:  0

(iv)                             Shared power to dispose or to direct the disposition of:  0

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 5 percent of the class of securities, check the following x.

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.

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Item 10.                          Certifications.

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: January 23, 2020

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EXHIBIT INDEX

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