SC 13G/A

Names of Reporting Persons

Matrix Partners China III, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a) ☐ (b) ☒(1)

Sec Use Only

Citizenship or Place of Organization

Cayman Islands

SC 13G/A 1 d128557dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Futu Holdings Limited

(Name of Issuer)

Class A Ordinary Shares $0.00001 par value per share

(Title of Class of Securities)

36118L 106**

(CUSIP Number)

December 31, 2020

(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.

CUSIP number 36118L 106 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “FUTU.” One ADS represents eight Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.

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).


CUSIP No. 36118L 106		SCHEDULE 13G

(1)

This statement on Schedule 13G is filed by Matrix Partners China III Hong Kong Limited (“Matrix HK III”), Matrix Partners China III, L.P. (“Matrix China III”), Matrix Partners China III-A, L.P. (“Matrix China III-A”), Matrix China Management III, L.P. (“Matrix Management III”), Matrix China III GP GP, Ltd. (“Matrix III GP”) and Yibo Shao (“Shao,” collectively, with Matrix HK III, Matrix China III, Matrix China III-A, Matrix Management III and Matrix III GP, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of 1,310,656 ADSs held indirectly by Matrix China III (through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Shao, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares.

(3)	This percentage is calculated based on a total of 1,082,730,931 Class A ordinary shares outstanding as of September 30, 2020, as disclosed to the Reporting Persons by the Issuer.


CUSIP No. 36118L 106		SCHEDULE 13G

(1)	The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of 145,634 ADSs held indirectly by Matrix China III-A (through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Shao, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares.

(3)	This percentage is calculated based on a total of 1,082,730,931 Class A ordinary shares outstanding as of September 30, 2020, as disclosed to the Reporting Persons by the Issuer.


CUSIP No. 36118L 106		SCHEDULE 13G

(1)	The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of 1,310,656 ADSs held indirectly by Matrix China III and 145,634 ADSs held indirectly by Matrix China III-A (in each case through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Shao, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares.

(3)	This percentage is calculated based on a total of 1,082,730,931 Class A ordinary shares outstanding as of September 30, 2020, as disclosed to the Reporting Persons by the Issuer.


CUSIP No. 36118L 106		SCHEDULE 13G

(1)	The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	This percentage is calculated based on a total of 1,082,730,931 Class A ordinary shares outstanding as of September 30, 2020, as disclosed to the Reporting Persons by the Issuer.


CUSIP No. 36118L 106		SCHEDULE 13G

(1)	The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	This percentage is calculated based on a total of 1,082,730,931 Class A ordinary shares outstanding as of September 30, 2020, as disclosed to the Reporting Persons by the Issuer.


CUSIP No. 36118L 106		SCHEDULE 13G

(1)	The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	This percentage is calculated based on a total of 1,082,730,931 Class A ordinary shares outstanding as of September 30, 2020, as disclosed to the Reporting Persons by the Issuer.


CUSIP No. 36118L 106		SCHEDULE 13G

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13G initially filed with the United States Securities and Exchange Commission on February 12, 2020 (the “Original Schedule 13G”) by the Reporting Persons. The “Reporting Persons” are, collectively, Matrix Partners China III, L.P. (“Matrix China III”), Matrix Partners China III-A, L.P. (“Matrix China III-A”), Matrix China Management III, L.P. (“Matrix Management III”), Matrix China III GP GP, Ltd. (“Matrix III GP”), Matrix Partners China III Hong Kong Limited (“Matrix HK III”) and Yibo Shao (“Shao”). 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 No. 1 have the meanings ascribed to them in the Original Schedule 13G.

Item 4.

Ownership

The following information with respect to the ownership of the common stock of the Issuer by the Reporting Persons filing this Statement is provided as of December 31, 2020:

(a) Amount beneficially owned:

See Row 9 and the corresponding footnotes on the cover page for each Reporting Person.

(b) Percent of Class:

See Row 11 and the corresponding footnotes on the cover page for each Reporting Person.

(i) Sole power to vote or to direct the vote:

See Row 5 and the corresponding footnotes on the cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote:

See Row 6 and the corresponding footnotes on the cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

See Row 7 and the corresponding footnotes on the cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

See Row 8 and the corresponding footnotes on the cover page for each Reporting Person.

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% of the class of securities, check the following: ☒


CUSIP No. 36118L 106		SCHEDULE 13G

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.

Dated: February 12, 2021

MATRIX PARTNERS CHINA III HONG KONG LIMITED


By:		/s/ Yibo Shao
Name:		Yibo Shao
Title:		Director

MATRIX PARTNERS CHINA III, L.P.

By: Matrix China Management III, L.P.

By: Matrix China III GP GP, Ltd.


By:		/s/ Yibo Shao
Name:		Yibo Shao
Title:		Director

MATRIX PARTNERS CHINA III-A, L.P.

By: Matrix China Management III, L.P.

By: Matrix China III GP GP, Ltd.


By:		/s/ Yibo Shao
Name:		Yibo Shao
Title:		Director

MATRIX CHINA MANAGEMENT III, L.P.

By: Matrix China III GP GP, Ltd.


By:		/s/ Yibo Shao
Name:		Yibo Shao
Title:		Director

MATRIX CHINA III GP GP, LTD.


By:		/s/ Yibo Shao
Name:		Yibo Shao
Title:		Director
/s/ Yibo Shao YIBO SHAO

SEC Form SC 13G/A filed