Sec Form 3 Filing - Dunde Yu @ Tuniu Corp - 2026-03-12

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Dunde Yu
2. Issuer Name and Ticker or Trading Symbol
Tuniu Corp [ TOUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
12TH FLOOR, BUILDING 6-A, JUHUIYUAN
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2026
(Street)
NANJING, F4210023
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A ordinary share 3,704,135 I By Dragon Rabbit Capital Limited ( 1 )
Class B ordinary share 10,423,503 I By Dragon Rabbit Capital Limited ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $ 0.1 11/04/2013 11/04/2029 Class A Ordinary Share 630,814 I By Dragon Rabbit Capital Limited ( 1 )
Option (Right to Buy) $ 0.226 03/10/2015 03/10/2031 Class A Ordinary Share 1,100,000 I By Dragon Rabbit Capital Limited ( 1 )
Option (Right to Buy) $ 0.0001 07/31/2017 07/31/2029 Class A Ordinary Share 1,269,995 I By Dragon Rabbit Capital Limited ( 1 )
Option (Right to Buy) $ 3 06/12/2018 06/12/2026 Class A Ordinary Share 900,000 I By Dragon Rabbit Capital Limited ( 1 )
Option (Right to Buy) $ 3.09 03/05/2019 03/05/2027 Class A Ordinary Share 760,000 I By Dragon Rabbit Capital Limited ( 1 )
Option (Right to Buy) $ 3.09 08/19/2019 08/19/2026 Class A Ordinary Share 1,981,000 I By Dragon Rabbit Capital Limited ( 1 )
Option (Right to Buy) $ 2.683 12/01/2020 12/01/2026 Class A Ordinary Share 1,420,000 I By Dragon Rabbit Capital Limited ( 1 )
Option (Right to Buy) $ 0.0001 08/31/2017 12/31/2026 Class A Ordinary Share 17,256 I By Dragon Rabbit Capital Limited ( 1 )
Option (Right to Buy) $ 1.67 05/08/2022 05/07/2028 Class A Ordinary Share 3 I By Dragon Rabbit Capital Limited ( 1 )
Option (Right to Buy) $ 0.0033 06/01/2019 01/29/2029 Class A Ordinary Share 12,564 I By Dragon Rabbit Capital Limited ( 1 )
Option (Right to Buy) $ 0.333 ( 2 ) 08/09/2032 Class A Ordinary Share 6,681,434 I By Dragon Rabbit Capital Limited ( 1 )
Option (Right to Buy) $ 0.623 04/05/2024 04/05/2033 Class A Ordinary Share 7,427,971 I By Dragon Rabbit Capital Limited ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dunde Yu
12TH FLOOR, BUILDING 6-A, JUHUIYUAN
NANJING, F4210023
X Chief Executive Officer
Signatures
/s/ Dunde Yu 03/12/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Dragon Rabbit Capital Limited is wholly owned by Longtu Holdings Limited, a British Virgin Islands company which is wholly owned by a trust, of which Mr. Yu's family is the beneficiary.
( 2 )Represents options to purchase 6,681,434 Class A ordinary shares granted on August 10, 2022. The options vest as follows: 1/4 of the options vest on August 9, 2023, and the remaining 3/4 of the options vest in equal monthly installments of 1/48 of the options on the 9th day of each month thereafter over the next 36 months, subject to the reporting person's continued service through the applicable vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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