Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
HELLO GROUP INC. (Name of Issuer) |
Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) |
423403104 (CUSIP Number) |
Yan Tang No.1 Futongdong Street, Chaoyang , 20th Floor, Block B, Tower 2, Wangjing Beijing, F4, 100102 86-10 5731-0567 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 423403104 |
| 1 |
Name of reporting person
Yan Tang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
90,938,318.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1)The ordinary shares beneficially owned by Mr. Tang represent (i) 72,364,466 Class B ordinary shares held by Gallant Future Holdings Limited, (ii) 8,000,000 Class B ordinary shares held by New Heritage Global Limited, (iii) 10,347,125 Class A ordinary shares that Mr. Tang is entitled to acquire within 60 days from March 31, 2025 upon exercise of share options held by him under our share incentive plans and (v) 226,727 Class A ordinary shares that Ms. Zhang is entitled to acquire within 60 days from March 31, 2025 upon exercise of share options held by her under our share incentive plans. Gallant Future Holdings Limited is incorporated in the British Virgin Islands and is wholly-owned by a family trust controlled by Mr. Tang. New Heritage Global Limited is a limited company incorporated in the British Virgin Islands and is wholly beneficially owned by Mr. Tang through a family trust.(2)The percentage calculation is based on a total of 321,338,936 ordinary shares outstanding as of March 31, 2025, including 80,364,466 Class B ordinary shares and 240,974,470 Class A ordinary shares. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.
SCHEDULE 13D
|
| CUSIP No. | 423403104 |
| 1 |
Name of reporting person
Sichuan Zhang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
90,938,318.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1)The ordinary shares beneficially owned by M. Zhang represent (i) 72,364,466 Class B ordinary shares held by Gallant Future Holdings Limited, (ii) 8,000,000 Class B ordinary shares held by New Heritage Global Limited, (iii) 10,347,125 Class A ordinary shares that Mr. Tang is entitled to acquire within 60 days from March 31, 2025 upon exercise of share options held by him under our share incentive plans and (v) 226,727 Class A ordinary shares that Ms. Zhang is entitled to acquire within 60 days from March 31, 2025 upon exercise of share options held by her under our share incentive plans. Gallant Future Holdings Limited is incorporated in the British Virgin Islands and is wholly-owned by a family trust controlled by Mr. Tang. New Heritage Global Limited is a limited company incorporated in the British Virgin Islands and is wholly beneficially owned by Mr. Tang through a family trust.(2)The percentage calculation is based on a total of 321,338,936 ordinary shares outstanding as of March 31, 2025, including 80,364,466 Class B ordinary shares and 240,974,470 Class A ordinary shares. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.
SCHEDULE 13D
|
| CUSIP No. | 423403104 |
| 1 |
Name of reporting person
Gallant Future Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
72,364,466.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1)Represent 72,364,466 Class B ordinary shares held by Gallant Future Holdings Limited. Gallant Future Holdings Limited is incorporated in the British Virgin Islands and is wholly-owned by a family trust controlled by Mr. Tang.(2)The percentage calculation is based on a total of 321,338,936 ordinary shares outstanding as of March 31, 2025, including 80,364,466 Class B ordinary shares and 240,974,470 Class A ordinary shares. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.
SCHEDULE 13D
|
| CUSIP No. | 423403104 |
| 1 |
Name of reporting person
New Heritage Global Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(3)Represent 8,000,000 Class B ordinary shares held by New Heritage Global Limited. New Heritage Global Limited is a limited company incorporated in the British Virgin Islands and is wholly beneficially owned by Mr. Tang through a family trust.(4)The percentage calculation is based on a total of 321,338,936 ordinary shares outstanding as of March 31, 2025, including 80,364,466 Class B ordinary shares and 240,974,470 Class A ordinary shares. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value US$0.0001 per share | |
| (b) | Name of Issuer:
HELLO GROUP INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
No. 1 Futongdong Street, Chaoyang , 20th Floor, Block B, Tower 2, Wangjing , Beijing,
CHINA
, 100102. | |
Item 1 Comment:
This statement on Schedule 13D constitutes Amendment No.6 solely for, and only to the extent it relates to, Yan Tang ("Mr. Tang"), Sichuan Zhang ("Ms. Zhang"), Gallant Future Holdings Limited ("Gallant Future") and New Heritage Global Limited ("New Heritage", together with Mr. Tang, Ms. Zhang and Gallant Future, the "Reporting Persons") to the Schedule 13D initially filed with the U.S. Securities and Exchange Commission on behalf of each of Mr. Tang, Ms. Zhang, Gallant Future, Matrix Partners China II Hong Kong Limited ("Matrix HK"), Matrix Partners China II, L.P. ("Matrix China II"), Matrix Partners China II-A, L.P. ("Matrix China II-A"), Matrix China Management II, L.P. ("Matrix Management"), Matrix China II GP GP, Ltd. ("Matrix GP", together with Matrix HK, Matrix China II, Matrix China II-A and Matrix Management, the "Matrix Funds") and Yibo Shao ("Mr. Shao") on July 6, 2015, as amended by Amendment No. 1 filed on April 6, 2016 and Amendment No. 2 filed on August 23, 2016 on behalf of Mr. Tang, Ms. Zhang, Gallant Future, the Matrix Funds, Mr. Shao, Rich Moon Limited, Yunfeng Fund II, L.P., Yunfeng Moon Co-invest, L.P., Yunfeng Investment II, L.P., Yunfeng Moon Co-Invest GP, Ltd., Yunfeng Investment GP II, Ltd. and Feng Yu, and as amended by Amendment No.3 filed on April 26, 2017 and Amendment No.4 filed on May 19, 2017 on behalf of Mr. Tang, Ms. Zhang and Gallant Future, and a
s further amended by Amedment No.5 filed on May 18, 2018 on behalf of the Reporting Persons (the initial filing, together with Amendment No.1, Amendment No.2, Amendment No.3, Amendment No.4 and Amendment No.5, the "Statement"), in each case with respect to the Class A ordinary shares, par value $0.0001 per share of Hello Group Inc., a Cayman Islands company (the "Issuer"). This statement does not modify any of the information previously reported on the Statement or any of the information reported by any Reporting Persons (as defined in the applicable Statement) other than the Reporting Persons.Except as provided herein, this statement does not modify any of the information previously reported on the Statement. | ||
| Item 2. | Identity and Background | |
| (a) | Yan TangSichuan ZhangGallant Future Holdings LimitedNew Heritage Global Limited | |
| (b) | Yan Tang20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 100102, People's Republic of ChinaSichuan Zhang20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 100102, People's Republic of ChinaGallant Future Holdings Limited20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 100102, People's Republic of ChinaNew Heritage Global Limited20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 100102, People's Republic of China | |
| (c) | Mr. Tang is the co-founder, chairman of board of directors and chief executive officer of the Issuer. Ms. Zhang is the director and chief operating officer of the Issuer and the wife of Mr. Tang. Each of Mr. Tang and Ms. Zhang is a PRC citizen. Gallant Future and New Heritage are principally investment holding vehicles. Both Gallant Future and New Heritage are companies organized and existing under the laws of the British Virgin Islands, and are wholly owned and controlled by a family trust controlled by Mr. Tang. The principal business address of each of Mr. Tang, Ms. Zhang, Gallant Future and New Heritage is 20th Floor, Block B, Tower 2, Wangjing SOHO, No.1 Futongdong Street, Chaoyang District, Beijing 100102, People's Republic of China. | |
| (d) | No | |
| (e) | No | |
| (f) | Yan Tang - The People's Republic of ChinaSichuan Zhang - The People's Republic of ChinaGallant Future Holdings Limited - British Virgin IslandsNew Heritage Global Limited - British Virgin Islands | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby amended and supplemented by the addition of the following:From May 22, 2018 through March 31, 2025, the Reporting Persons acquired a total of 1,593,456 Class A ordinary shares through the exercise of options under the Issuer's share incentive plans. The Reporting Persons paid option exercise price of approximately US$8000, using their personal funds. | ||
| Item 4. | Purpose of Transaction | |
See Item 3. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this statement. | |
| (b) | See Item 5(a) above | |
| (c) | Except as disclosed in this statement, the following transactions have been effected by the Reporting Persons in the last 60 days.NameTransaction DateNumber of ADSsPrice per ADS (US$)Type of TransactionSichuan Zhang3/31/202592,8526.1841Sale3/28/20251,0066.315Sale3/27/202584,1206.4388SaleYan Tang3/28/2025104,9436.3284Sale3/27/202595,0576.4388Sale | |
| (d) | Except as disclosed in this statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Joint Filing Agreement dated April 15, 2025 by and among the Reporting Persons. | ||
| 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.
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