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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)*
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So-Young International Inc. (Name of Issuer) |
Class A ordinary shares (Title of Class of Securities) |
83356Q108 (CUSIP Number) |
09/30/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 83356Q108 |
| 1 | Names of Reporting Persons
MPC III L.P. (f/k/a Matrix Partners China III, L.P.) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,599,035.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: This statement on Schedule 13G is filed by MPC HK III, MPC III, MPC III-A, MPC Management III, MPC III GP (each as defined in Item 2(a) of the Original Schedule 13G (as defined below)) and David Su ("Su," collectively, with MPC HK III, MPC III, MPC III-A, MPC Management III and MPC III GP, the "Reporting Persons"). The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. Consists of 1 Class A ordinary share and 7,278,745 ADSs held indirectly by MPC III (through MPC HK III). MPC Management III and MPC III GP are the direct and indirect general partners, respectively, of MPC III and MPC III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC III GP, may be deemed to share voting and dispositive power over these shares. This percentage is based on a total of 91,126,150 Class A ordinary shares outstanding as of September 30, 2025, as disclosed to the Reporting Persons by the Issuer.
SCHEDULE 13G
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| CUSIP No. | 83356Q108 |
| 1 | Names of Reporting Persons
MPC III-A L.P. (f/k/a Matrix Partners China III-A, L.P.) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
622,118.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. Consists of 6 Class A ordinary shares and 808,746 ADSs held indirectly by MPC III-A (through MPC HK III). MPC Management III and MPC III GP are the direct and indirect general partners, respectively, of MPC III and MPC III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC III GP, may be deemed to share voting and dispositive power over these shares. This percentage is based on a total of 91,126,150 Class A ordinary shares outstanding as of September 30, 2025, as disclosed to the Reporting Persons by the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 83356Q108 |
| 1 | Names of Reporting Persons
MPC Management III L.P. (f/k/a Matrix China Management III, L.P.) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,221,153.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. Consists of (i) 1 Class A ordinary share and 7,278,745 ADSs held indirectly by MPC III and (ii) 6 Class A ordinary shares and 808,746 ADSs held indirectly by MPC III-A (in each case through MPC HK III). MPC Management III and MPC III GP are the direct and indirect general partners, respectively, of MPC III and MPC III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC III GP, may be deemed to share voting and dispositive power over these shares. This percentage is based on a total of 91,126,150 Class A ordinary shares outstanding as of September 30, 2025, as disclosed to the Reporting Persons by the Issuer.
SCHEDULE 13G
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| CUSIP No. | 83356Q108 |
| 1 | Names of Reporting Persons
MPC GPGP III Ltd. (f/k/a Matrix China III GP GP Ltd.) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,221,153.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. Consists of (i) 1 Class A ordinary share and 7,278,745 ADSs held indirectly by MPC III and (ii) 6 Class A ordinary shares and 808,746 ADSs held indirectly by MPC III-A (in each case through MPC HK III). MPC Management III and MPC III GP are the direct and indirect general partners, respectively, of MPC III and MPC III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC III GP, may be deemed to share voting and dispositive power over these shares. This percentage is based on a total of 91,126,150 Class A ordinary shares outstanding as of September 30, 2025, as disclosed to the Reporting Persons by the Issuer.
SCHEDULE 13G
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| CUSIP No. | 83356Q108 |
| 1 | Names of Reporting Persons
MPC III HK Limited (f/k/a Matrix Partners China III Hong Kong Limited) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,221,153.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. Consists of (i) 1 Class A ordinary share and 7,278,745 ADSs held indirectly by MPC III and (ii) 6 Class A ordinary shares and 808,746 ADSs held indirectly by MPC III-A (in each case through MPC HK III). MPC Management III and MPC III GP are the direct and indirect general partners, respectively, of MPC III and MPC III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC III GP, may be deemed to share voting and dispositive power over these shares. This percentage is based on a total of 91,126,150 Class A ordinary shares outstanding as of September 30, 2025, as disclosed to the Reporting Persons by the Issuer.
SCHEDULE 13G
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| CUSIP No. | 83356Q108 |
| 1 | Names of Reporting Persons
David Su Tuong Sing | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,221,153.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. Consists of (i) 1 Class A ordinary share and 7,278,745 ADSs held indirectly by MPC III and (ii) 6 Class A ordinary shares and 808,746 ADSs held indirectly by MPC III-A (in each case through MPC HK III). MPC Management III and MPC III GP are the direct and indirect general partners, respectively, of MPC III and MPC III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC III GP, may be deemed to share voting and dispositive power over these shares. This percentage is based on a total of 91,126,150 Class A ordinary shares outstanding as of September 30, 2025, as disclosed to the Reporting Persons by the Issuer.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
So-Young International Inc. | |
| (b) | Address of issuer's principal executive offices:
2/F, East Tower, Poly Plaza, No. 66 Xiangbin Road, Chaoyang District, Beijing, China 100102 | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No. 4 (this "Amendment") amends and supplements the Schedule 13G originally filed by the Reporting Persons with the United States Securities and Exchange Commission (the "Commission") on February 13, 2020, as amended by Amendment No. 1 as filed with the Commission on February 14, 2022, Amendment No. 2 as filed with the Commission on February 9, 2024 and Amendment No. 3 as filed with the Commission on August 14, 2025 (collectively, the "Original Schedule 13G"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G, remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13G. | |
| (b) | Address or principal business office or, if none, residence:
Item 2(b) of the Origininal Schedule 13G is incorporate herein by reference. | |
| (c) | Citizenship:
Item 2(c) of the Origininal Schedule 13G is incorporate herein by reference. | |
| (d) | Title of class of securities:
Class A ordinary shares | |
| (e) | CUSIP No.:
83356Q108 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person and the corresponding comments. | |
| (b) | Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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