UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule
13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
Sunlands
Technology Group
(Name of Issuer)
Class
C Ordinary Shares, $0.0005 par value
(Title of Class of Securities)
86740P108
(CUSIP Number)
| December 31, 2018 |
(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).
(Continued
on following page(s))
Page 1 of 8 Pages
| CUSIP No. 86740P108 | 13G | Page 2 of 8 Pages |
| 1 | NAME
OF REPORTING PERSON Ou Peng (a/k/a Jianhong Yin) | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b) ☐ | |||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States | ||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE
VOTING POWER 2,721,904 (1) | |||
| 6 | SHARED
VOTING POWER -0- | ||||
| SOLE
DISPOSITIVE POWER 2, 833,024 (2) | |||||
| 8 | SHARED
DISPOSITIVE POWER -0- | ||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,833,024 (1) | ||||
| 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 54.61% | ||||
| 12 | TYPE
OF REPORTING PERSON* IN | ||||
(1) Consists of (i) 637,132 Class C ordinary shares held by Marble Faith Limited, a company ultimately wholly owned by Vistra Trust (Hong Kong) Limited as trustee of an irrevocable trust, with Mr. Peng Ou as the settlor and certain family members of Mr. Peng Ou as the beneficiaries, and (ii) 2,084,772 Class C ordinary shares held by Studyvip Online Education Limited, a company wholly owned by Mr. Peng Ou.
(2) Consists of (i) 637,132 Class C ordinary shares held by Marble Faith Limited, a company ultimately wholly owned by Vistra Trust (Hong Kong) Limited as trustee of an irrevocable trust, with Mr. Peng Ou as the settlor and certain family members of Mr. Peng Ou as the beneficiaries, (ii) 2,084,772 Class C ordinary shares held by Studyvip Online Education Limited, a company wholly owned by Mr. Peng Ou, and (iii) 111,120 Class C ordinary shares held by Studyvip E-learning Limited, over which Mr. Peng Ou has dispositive power but not voting power.
| CUSIP No. 86740P108 | 13G | Page 3 of 8 Pages |
| 1 | NAME
OF REPORTING PERSON Studyvip Online Education 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 |
5 | SOLE
VOTING POWER 2,084,772 | |||
| 6 | SHARED
VOTING POWER -0- | ||||
| SOLE
DISPOSITIVE POWER 2,084,772 | |||||
| 8 | SHARED
DISPOSITIVE POWER -0- | ||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,084,772 | ||||
| 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 40.18% | ||||
| 12 | TYPE
OF REPORTING PERSON* FI | ||||
| CUSIP No. 86740P108 | 13G | Page 4 of 8 Pages |
| 1 | NAME
OF REPORTING PERSON Marble Faith 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 |
5 | SOLE
VOTING POWER 637,132 | |||
| 6 | SHARED
VOTING POWER -0- | ||||
| SOLE
DISPOSITIVE POWER 637,132 | |||||
| 8 | SHARED
DISPOSITIVE POWER -0- | ||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 637,132 | ||||
| 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 12.28% | ||||
| 12 | TYPE
OF REPORTING PERSON* FI | ||||
| CUSIP No. 86740P108 | 13G | Page 5 of 8 Pages |
Item 1.
| (a) | Name of Issuer: Sunlands Technology Group |
| (b) | Address of Issuer’s Principal Executive Offices: |
Building
4-6, Chaolai Science Park, No. 36
Chuangyuan Road, Chaoyang District,
Beijing, 100012, the People’s Republic of China
Item 2.
| (a) | Name of Person Filing: | Peng Ou (a/k/a Peng Ou) | |
Studyvip Online Education Limited Marble Faith Limited |
| (b) | Address of Principal Business Office or if none, Residence: |
c/o Sunlands Technology Group
Building
4-6, Chaolai Science Park, No. 36
Chuangyuan Road, Chaoyang District,
Beijing, 100012, the People’s Republic of China
| (c) | Citizenship: | Peng Ou – People’s Republic of China | |
Studyvip Online Education Limited – British Virgin Islands Marble Faith Limited – British Virgin Islands |
| (d) | Title of Class of Securities: Class C Ordinary Shares, $0.0005 par value |
| (e) | CUSIP Number: 86740P108 |
| Item 3. | Not Applicable |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: |
Peng Ou – 2,833,024 shares. Consists of (i) 637,132 Class C ordinary shares held by Marble Faith Limited, a company ultimately wholly owned by Vistra Trust (Hong Kong) Limited as trustee of an irrevocable trust, with Mr. Peng Ou as the settlor and certain family members of Mr. Peng Ou as the beneficiaries, (ii) 2,084,772 Class C ordinary shares held by Studyvip Online Education Limited, a company wholly owned by Mr. Peng Ou, and (iii) 111,120 Class C ordinary shares held by Studyvip E-learning Limited, over which Mr. Peng Ou has dispositive power but not voting power.
Studyvip Online Education Limited – 2,084,772 Class C ordinary shares.
Marble Faith Limited – 637,132 Class C ordinary shares
| CUSIP No. 86740P108 | 13G | Page 6 of 8 Pages |
Peng Ou has voting and dispositive power over the shares owned by Studyvip Online Education Limited and Marble Faith Limited.
| (b) | Percent of Class: |
Peng Ou – 54.61%
Studyvip Online Education Limited – 40.18%
Marble Faith Limited – 12.28%
The foregoing percentages are based on 7,449,919 ordinary shares outstanding as of December 31, 2018.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
Peng Ou – 2,721,904 shares. Consists of (i) 637,132 Class C ordinary shares held by Marble Faith Limited, a company ultimately wholly owned by Vistra Trust (Hong Kong) Limited as trustee of an irrevocable trust, with Mr. Peng Ou as the settlor and certain family members of Mr. Peng Ou as the beneficiaries, and (ii) 2,084,772 Class C ordinary shares held by Studyvip Online Education Limited, a company wholly owned by Mr. Peng Ou.
Studyvip Online Education Limited – 2,084,772 Class C ordinary shares.
Marble Faith Limited – 637,132 Class C ordinary shares
| (ii) | shared power to vote or to direct the vote: |
Peng Ou – 0 shares.
Studyvip Online Education Limited – 0 shares.
Marble Faith Limited – 0 shares
| (iii) | sole power to dispose or to direct the disposition of: |
Peng Ou – 2,833,024 shares. Consists of (i) 637,132 Class C ordinary shares held by Marble Faith Limited, a company ultimately wholly owned by Vistra Trust (Hong Kong) Limited as trustee of an irrevocable trust, with Mr. Peng Ou as the settlor and certain family members of Mr. Peng Ou as the beneficiaries, (ii) 2,084,772 Class C ordinary shares held by Studyvip Online Education Limited, a company wholly owned by Mr. Peng Ou, and (iii) 111,120 Class C ordinary shares held by Studyvip E-learning Limited, over which Mr. Peng Ou has dispositive power but not voting power.
Studyvip Online Education Limited – 2,084,772 Class C shares.
Marble Faith Limited – 637,132 Class C ordinary shares
| CUSIP No. 86740P108 | 13G | Page 7 of 8 Pages |
| (iv) | shared power to dispose or to direct the disposition of: |
Peng Ou – 0 shares.
Studyvip Online Education Limited – 0 shares.
Marble Faith Limited – 0 shares
| 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 Subsidiary Which Acquired the Securities: Not Applicable |
| Item 8. | Identification and Classification of Members of the Group: Not Applicable |
| Item 9. | Notice of Dissolution of Group: Not Applicable |
| Item 10. | Certifications: Not Applicable |
| CUSIP No. 86740P108 | 13G | Page 8 of 8 Pages |
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.
February 13, 2019
| /s/Jianhong Yin | ||||
| Jianhong Yin | ||||
| STUDYVIP ONLINE EDUCATION LIMITED | ||||
| By: | /s/Jianhong Yin | |||
| Name: | Jianhong Yin | |||
| Title: | Director | |||
| MARBLE FAITH LIMITED | ||||
| By: | /s/Jianhong Yin | |||
| Name: | Jianhong Yin | |||
| Title: | Director | |||
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class C Ordinary Shares, of Sunlands Technology Group, a Cayman Islands company, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of February 13, 2019.
| /s/Jianhong Yin | ||||
| Jianhong Yin | ||||
| STUDYVIP ONLINE EDUCATION LIMITED | ||||
| By: | /s/Jianhong Yin | |||
| Name: | Jianhong Yin | |||
| Title: | Director | |||
| MARBLE FAITH LIMITED | ||||
| By: | /s/Jianhong Yin | |||
| Name: | Jianhong Yin | |||
| Title: | Director | |||