Sec Form 13G Filing - Pavilion Capital Holdings Pte. Ltd. filing for Jianpu Technology Inc.Jianpu Technology Inc. - 2020-12-03

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.

CUSIP number of the Issuer’s American depositary shares, each one of which represents twenty Class A ordinary shares, par value $0.0001 per share.

NAMES OF REPORTING PERSONS

Pavilion Capital Holdings Pte. Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐         (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

0

SHARED VOTING POWER

16,131,040*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

16,131,040*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,131,040*

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.9%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC

See Item 4 of this Schedule.

Based on 326,211,940 Shares (as defined herein) outstanding as of December 31, 2019, as reported by the Issuer (as defined herein) in its report on Form 6-K submitted to the Securities and Exchange Commission (the “Commission”) on March 24, 2020.

NAMES OF REPORTING PERSONS

Pavilion Capital International Pte. Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐         (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

0

SHARED VOTING POWER

16,131,040*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

16,131,040*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,131,040*

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.9%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

See Item 4 of this Schedule.

Based on 326,211,940 Shares outstanding as of December 31, 2019, as reported by the Issuer in its report on Form 6-K submitted to the Commission on March 24, 2020.

NAMES OF REPORTING PERSONS

Pavilion Capital GP Pte. Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐         (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

0

SHARED VOTING POWER

16,131,040*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

16,131,040*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,131,040*

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.9%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

See Item 4 of this Schedule.

Based on 326,211,940 Shares outstanding as of December 31, 2019, as reported by the Issuer in its report on Form 6-K submitted to the Commission on March 24, 2020.

NAMES OF REPORTING PERSONS

PavCap I Feeder No. 1 LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐         (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

0

SHARED VOTING POWER

16,131,040*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

16,131,040*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,131,040*

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.9%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

See Item 4 of this Schedule.

Based on 326,211,940 Shares outstanding as of December 31, 2019, as reported by the Issuer in its report on Form 6-K submitted to the Commission on March 24, 2020.

NAMES OF REPORTING PERSONS

PavCap Fund I

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐         (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

0

SHARED VOTING POWER

16,131,040*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

16,131,040*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,131,040*

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.9%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

See Item 4 of this Schedule.

Based on 326,211,940 Shares outstanding as of December 31, 2019, as reported by the Issuer in its report on Form 6-K submitted to the Commission on March 24, 2020.

NAMES OF REPORTING PERSONS

Spring Bloom Investments Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐         (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

0

SHARED VOTING POWER

16,131,040*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

16,131,040*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,131,040*

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.9%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

See Item 4 of this Schedule.

Based on 326,211,940 Shares outstanding as of December 31, 2019, as reported by the Issuer in its report on Form 6-K submitted to the Commission on March 24, 2020.

Item 1(a).

Name of Issuer:

Jianpu Technology Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

21/F Internet Finance Center

Danling Street, Beijing

People’s Republic of China

Item 2(a).

Name of Person Filing:

(i) Pavilion Capital Holdings Pte. Ltd.

(ii)  Pavilion Capital International Pte. Ltd.

(iii)  Pavilion Capital GP Pte. Ltd.

(iv) PavCap I Feeder No. 1 LP

(v)   PavCap Fund I

(vi) Spring Bloom Investments Ltd.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business office of each of the Reporting Persons is 3 Fraser Street, #10-23 Duo Tower, Singapore 189352.

Item 2(c).

Citizenship:

(i) Republic of Singapore

(ii)  Republic of Singapore

(iii)  Republic of Singapore

(iv) Republic of Singapore

(v)   Cayman Islands

(vi) Cayman Islands

Item 2(d).

Title of Class of Securities:

Class A ordinary shares, par value $0.0001 per share (“Shares”).

Item 2(e).

CUSIP Number:

47738D101 (CUSIP number of the Issuer’s American depositary shares, each one of which represents twenty Shares)

Item 3.

Item 4.

Amount beneficially owned:

As of December 1, 2020, Spring Bloom Investments Ltd. directly owned 16,131,040 Shares. The only controlling shareholder of Spring Bloom Investments Ltd. is PavCap Fund I, which holds 95% of the shares in Spring Bloom Investments Ltd. PavCap Fund I is wholly-owned by PavCap I Feeder No. 1 LP, acting through its general partner, Pavilion Capital GP Pte. Ltd. Pavilion Capital International Pte. Ltd. is the investment manager to PavCap Fund I, PavCap I Feeder No. 1 LP and Spring Bloom Investments Ltd. and has the authority to, inter alia, identify, analyze, acquire, hold, manage, own and dispose of investments on behalf of each entity, subject to the oversight of Pavilion Capital GP Pte. Ltd. and the board of directors of the PavCap Fund I, and the terms of the constitutive and fund documents of each entity.

Percent of class:

4.9% as of December 1, 2020, based on 326,211,940 Shares outstanding as of December 31, 2019, as reported by the Issuer in its report on Form 6-K submitted to the Commission on March 24, 2020.

Number of shares as to which the person has:

With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, the Shares, please see Item 4(a) above regarding qualifications as to beneficial ownership.

As of December 31, 2019, in respect of each Reporting Person:

Sole power to vote or to direct the vote:

0.

Shared power to vote or to direct the vote:

16,131,040.

Sole power to dispose or to direct the disposition of:

0.

Shared power to dispose or to direct the disposition of:

16,131,040.

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 ☒.

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.

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.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

PAVILION CAPITAL GP PTE. LTD.

on behalf of itself and as general partner of

PAVCAP I FEEDER NO. 1 LP