Sec Form 13D Filing - ZHOU XIN filing for Leju Holdings LtdLeju Holdings Ltd - 2018-03-26

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

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)**

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

with a copy to:

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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.

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 (“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).

**   This CUSIP number applies to the American depositary shares of the Issuer, each representing one Ordinary Share. No CUSIP has been assigned to the Ordinary Shares.

1                                           Include (i) 370,833 Ordinary Shares held by Mr. Zhou, (ii) 203,240 Ordinary Shares and 2,058,879 Ordinary Shares represented by 2,058,879 ADSs held by On Chance Inc. (“On Chance”), a British Virgin Islands company solely owned and controlled by Mr. Zhou, (iii) 889,506 Ordinary Shares held by Kanrich Holdings Limited (“Kanrich”), a British Virgin Islands company solely owned and controlled by Mr. Zhou , (iv) 483,250 Ordinary Shares held by Jun Heng Investment Limited (“Jun Heng”), a British Virgin Islands company solely beneficially owned by Mr. Zhou indirectly through On Chance and controlled by Mr. Zhou, (v) 47,739,363 Ordinary Shares and 180,925 Ordinary Shares represented by 180,925 ADSs held by E-House (China) Holdings Limited, a wholly owned subsidiary of E-House Holdings, and (vi) 86,666 Ordinary Shares issuable to Mr. Zhou upon exercise of options or vesting of restricted shares within 60 days after March 23, 2018.

2                                           This calculation is based on 135,763,962 Ordinary Shares outstanding as of March 23, 2018 (excluding 4,205,458 Ordinary Shares that had been issued to the depositary of the Issuer and reserved for future grants under the Issuer’s share incentive plan).

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1                                           Include 47,739,363 Ordinary Shares and 180,925 Ordinary Shares represented by 180,925 ADSs held by E-House (China) Holdings Limited, a wholly owned subsidiary of E-House Holdings.

2                                           This calculation is based on 135,763,962 Ordinary Shares outstanding as of March 23, 2018 (excluding 4,205,458 Ordinary Shares that had been issued to the depositary of the Issuer and reserved for future grants under the Issuer’s share incentive plan).

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This statement on Schedule 13D (the “Schedule 13D”) constitutes Amendment No. 3 to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 22, 2016, as amended by Amendment No. 1 filed on January 4, 2017 and Amendment No. 2 filed on April 26, 2017, (collectively the “Original Filings”) by each of Mr. Xin Zhou (“Mr. Zhou”) and E-House Holdings Ltd. (“E-House Holdings”), with respect to the ordinary shares, par value $0.001 per share (the “Ordinary Shares”) of Leju Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Issuer”). Except as amended hereby, the Original Filings remain in full force and effect. Capitalized terms used but not defined in this Schedule 13D have the meanings ascribed to them in the Original Filings.

Item 5.                                 Interest in Securities of the Issuer

Item 5(a)–(b) of the Schedule 13D is hereby amended and restated as follows:

The responses of Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

As of March 23, 2018, Mr. Zhou’s beneficial ownership in the Issuer equals to 52,012,662 Ordinary Shares, representing approximately 38.3% of the total issued and outstanding Ordinary Shares.  The 52,012,662 Ordinary Shares beneficially owned by Mr. Zhou include (i) 370,833 Ordinary Shares held by Mr. Zhou, (ii) 203,240 Ordinary Shares and 2,058,879 Ordinary Shares represented by 2,058,879 ADSs held by On Chance, (iii) 889,506 Ordinary Shares held by Kanrich, (iv) 483,250 Ordinary Shares held by Jun Heng, (v) 47,739,363 Ordinary Shares and 180,925 Ordinary Shares represented by 180,925 ADSs held by E-House (China) Holdings Limited, a wholly owned subsidiary of E-House Holdings, and (vi) 86,666 Ordinary Shares issuable to Mr. Zhou upon exercise of options or vesting of restricted shares within 60 days after March 23, 2018.

As of March 23, 2018, E-House Holding’s beneficial ownership in the Issuer equals to 47,920,288 Ordinary Shares, representing approximately 35.3% of the total issued and outstanding Ordinary Shares.  The Ordinary Shares beneficially owned by E-House Holdings include 47,739,363 Ordinary Shares and 180,925 Ordinary Shares represented by 180,925 ADSs held by E-House (China) Holdings Limited, a wholly owned subsidiary of E-House Holdings.

Mr. Zhou holds 100% of the shares of E-House Holdings and is the sole director of E-House Holdings. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Mr. Zhou may be deemed to beneficially own all of the Ordinary Shares of the Issuer indirectly held by E-House Holdings through E-House (China) Holdings Limited.

The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 135,763,962 Ordinary Shares outstanding as of March 23, 2018 (excluding 4,205,458 Ordinary Shares that had been issued to the depositary of the Issuer and reserved for future grants under the Issuer’s share incentive plan).

Item 5 (c) of the Original Filing is hereby amended and supplemented as follows:

On March 23, 2018, Mr. Zhou, E-House (China) Holdings Limited, China Real Estate Information Corporation, Neil Nanpeng Shen (“Mr. Shen”) and Smart Master International Limited entered into a share exchange agreement (“Share Exchange Agreement”). Pursuant to the Share Exchange Agreement, E-House (China) Holdings Limited transferred 5,304,370 Ordinary Shares to Smart Master International Limited as part of the consideration in exchange for Mr. Shen’s shares in E-House Holdings on March 23, 2018. Upon the completion of the share exchange, Mr. Shen resigned from E-House Holdings’ board. This summary description does not purport to be complete, and is qualified in its entirety by the Share Exchange Agreement dated March 16, 2018, a copy of which is filed to this Schedule 13D.

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

The information set forth in Item 5(c) of this Schedule 13D is hereby incorporated by reference in this Item 6.

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Item 7.                                 Material to be Filed as Exhibits.

Exhibit 7.01*                       Joint Filing Agreement by and between the Reporting Persons, dated August 22, 2016.

Exhibit 7.02*                       Shareholders Agreement by and among E-House Holdings, Mr. Zhou, SINA and certain other parties thereto, dated August 12, 2016.

Exhibit 7.03                              Share Exchange Agreement by and among Mr. Zhou, E-House (China) Holdings Limited, China Real Estate Information Corporation, Mr. Shen and Smart Master International Limited

* Previously filed.

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SIGNATURE

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

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