UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No.2)
Under the Securities Exchange Act of 1934
Dingdong (Cayman) Limited
(Name of Issuer)
Class A Ordinary Shares, par value $0.000002 per share
Class B Ordinary Shares, par value $0.000002 per share
(Title of Class of Securities)
25445D101 (1)
(CUSIP Number)
December 31, 2023
(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 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).
| (1) | This CUSIP number applies to the Issuer’s American depositary shares. Each two American depositary shares represent three Class A Ordinary Shares of the Issuer |
(Continued on following pages)
CUSIP NO.: 25445D101
| (1) | NAME OF REPORTING PERSONS
DDL Group Limited | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER
54,543,800(1) | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
54,543,800(1) | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,543,800 | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.4%* | |||||
| (12) | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents 54,543,800 Class B ordinary shares of Dingdong (Cayman) Limited (the “Issuer”) directly held by DDL Group Limited, that may be deemed to be beneficially owned by Changlin Liang. DDL Group Limited is ultimately held by LX Family Trust, a trust established under the laws of British Virgin Islands and managed by TMF (Cayman) Ltd., as the trustee. Under the terms of this trust, Changlin Liang has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by DDL Group Limited in the Issuer. |
| * | Calculation is based upon 354,341,528 issued and outstanding ordinary shares of the Issuer as of December 31, 2023, being the sum of (i) 299,797,728 Class A ordinary shares and (ii) 54,543,800 Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 20 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
CUSIP NO.: 25445D101
| (1) | NAME OF REPORTING PERSONS
4DDL Holding Limited | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER
10,328,321(1) | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
10,328,321(1) | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,328,321(1) | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%* | |||||
| (12) | TYPE OF REPORTING PERSON*
OO | |||||
| (1) | Represents 10,328,321 Class A ordinary shares of the Issuer directly held by 4DDL Holding Limited, that may be deemed to be beneficially owned by Changlin Liang, as the sole shareholder of 4DDL Holding Limited. |
| * | Calculation is based upon 354,341,528 issued and outstanding ordinary shares of the Issuer as of December 31, 2023, being the sum of (i) 299,797,728 Class A ordinary shares and (ii) 54,543,800 Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 20 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
CUSIP NO.: 25445D101
| (1) | NAME OF REPORTING PERSONS
EatBetter Holding Limited | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER
26,795,579(1) | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
26,795,579(1) | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,795,579(1) | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%* | |||||
| (12) | TYPE OF REPORTING PERSON*
OO | |||||
| (1) | Represents 26,795,579 Class A ordinary shares of the Issuer directly held by EatBetter Holding Limited, the Issuer’s employee share incentive plan platform, that may be deemed to be beneficially owned by Changlin Liang who has the sole dispositive voting power over shares held by EatBetter Holding Limited. In 2023, certain employees of the Issuer exercised their options to purchase the Issuer’s shares pursuant to the Issuer’s currently effective share incentive plan. |
| * | Calculation is based upon 354,341,528 issued and outstanding ordinary shares of the Issuer as of December 31, 2023, being the sum of (i) 299,797,728 Class A ordinary shares and (ii) 54,543,800 Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 20 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
CUSIP NO.: 25445D101
| (1) | NAME OF REPORTING PERSONS
Changlin Liang | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER
92,068,492(1) | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
92,068,492(1) | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,068,492(1) | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
26.0%* | |||||
| (12) | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents (i) 54,543,800 Class B ordinary shares of the Issuer directly held by DDL Group Limited, (ii) 10,328,321 Class A ordinary shares of the Issuer directly held by 4DDL Holding Limited, (iii) 26,795,579 Class A ordinary shares of the Issuer directly held by EatBetter Holding Limited, and (iv) 400,793 Class A ordinary shares directly held by Changlin Liang in the form of 267,195 ADSs. |
| * | Calculation is based upon 354,341,528 issued and outstanding ordinary shares of the Issuer as of December 31, 2023, being the sum of (i) 299,797,728 Class A ordinary shares and (ii) 54,543,800 Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 20 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Changlin Liang, thereby beneficially owns 81.1% of the aggregate voting power of the Issuer, as of December 31, 2023. |
This Amendment No. 2 to Schedule 13G (the “Amendment No. 2”) relates to the Class A ordinary shares, par value US$0.000002 per share (“Class A Ordinary Shares”), and Class B ordinary shares, par value US$0.000002 per share (“Class B Ordinary Shares”) of Dingdong (Cayman) Limited (the “Issuer”), and amends and supplements the Schedule 13G originally filed by the Reporting Persons on February 14, 2022 (the “Original 13G”) and Amendment No. 1 to Schedule 13G by the Reporting Persons on February 15, 2023 (the “Amendment No. 1”, and as so amended and supplemented by this Amendment No. 2, the “Schedule 13G”).
Except as specifically amended by this Amendment, items in the Original Schedule 13G and the Amendment No. 1 are unchanged.
| Item 4. | Ownership: |
Item 4 is hereby amended and restated in its entirety as follows:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The percentages set forth in this Schedule 13G are calculated based upon a total of 354,341,528 issued and outstanding ordinary shares of the Issuer as of December 31, 2023, being the sum of (i) 299,797,728 Class A Ordinary Shares and (ii) 54,543,800 Class B Ordinary Shares.
Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of Class B Ordinary Shares is entitled to 20 votes per share on all matters submitted to them for vote. Class B Ordinary Shares are convertible at any time by the holder thereof into Class A Ordinary Shares on a one-for-one basis. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
| DDL Group Limited | ||
| By: | /s/ Changlin Liang | |
| Name: | Changlin Liang | |
| Title: | Director | |
| 4DDL Holding Limited | ||
| By: | /s/ Changlin Liang | |
| Name: | Changlin Liang | |
| Title: | Director | |
| EatBetter Holding Limited | ||
| By: | /s/ Changlin Liang | |
| Name: | Changlin Liang | |
| Title: | Director | |
| Changlin Liang | ||
| By: | /s/ Changlin Liang | |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement | |
