Dingdong SC 13G (Cayman) / SB INVESTMENT ADVISERS ownership change

Dingdong (DDL) SC 13GDingdong (Cayman) / SB INVESTMENT ADVISERS ownership change

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Dingdong (Cayman) Limited

(Name of Issuer)

Class A Ordinary Shares, par value $0.000002 per share

(Title of Class of Securities)

25445D101

(CUSIP Number)

July 1, 2021

(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)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	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).


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ITEM 1.

(a) Name of Issuer:

Dingdong (Cayman) Limited (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

Building 6, 500 Shengxia Road,

Shanghai, 200125

People’s Republic of China

ITEM 2.

(a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

SB Investment Advisers (UK) Limited (“SBIA UK”)

SoftBank Vision Fund II-2, L.P. (“SVF II-2”)

SVF II Cortex Subco (DE) LLC (“Cortex Subco”)

(b)

Address or Principal Business Office:

The address for SBIA UK is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The address for SVF II-2 is c/o Crestbridge, 1st Floor, Charter Place, 23-27 Seaton Pl, JE2 3QL, Jersey. The address for Cortex Subco is 251 Little Falls Drive, Wilmington, Delaware, 19808.

(c)

Citizenship of each Reporting Person is:

SBIA UK is organized under the laws of England and Wales. SVF II-2 is organized under the laws of Jersey. Cortex Subco is organized under the laws of the state of Delaware.

(d)

Title of Class of Securities:

Class A ordinary shares, par value $0.000002 per share (“Class A ordinary shares”).

(e)

CUSIP Number:

There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 25445D101 has been assigned to the American Depositary Shares of the Issuer (“ADSs”). Each two ADSs represents three Class A ordinary shares.

ITEM 3.

Not applicable.


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ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Class A ordinary shares of the Issuer as of July 1, 2021, based upon 299,533,200 Class A ordinary shares outstanding as of July 1, 2021.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
SB Investment Advisers (UK) Limited		20,906,600		7.0	%		0		20,906,600		0		20,906,600
SoftBank Vision Fund II-2, L.P.		20,906,600		7.0	%		0		20,906,600		0		20,906,600
SVF II Cortex Subco (DE) LLC		20,906,600		7.0	%		0		20,906,600		0		20,906,600

Cortex Subco is the record holder of 20,906,600 Class A ordinary shares, which consists of 19,331,600 Class A ordinary shares and 1,575,000 Class A ordinary shares represented by 1,050,000 ADSs.

Cortex Subco is indirectly controlled by SVF II-2. SBIA UK has been appointed as alternative investment fund manager (“AIFM”) and is exclusively responsible for managing SVF II-2 in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of SVF II-2, SBIA UK is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of SVF II-2’s investments.

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

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.


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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.


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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.

Date: July 12, 2021


SB Investment Advisers (UK) Limited

By:		/s/ Brian Wheeler
Name:		Brian Wheeler
Title:		General Counsel

SoftBank Vision Fund II-2, L.P.
By:		SB Investment Advisers (UK) Limited, its Manager

By:		/s/ Brian Wheeler
Name:		Brian Wheeler
Title:		General Counsel

SVF II Cortex Subco (DE) LLC

By:		/s/ Ian McLean
Name:		Ian McLean
Title:		Director


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LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement.

Names of Reporting Persons

SB Investment Advisers (UK) Limited

Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

England and Wales