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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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SHARKNINJA, INC. (Name of Issuer) |
Ordinary Shares, par value of $0.0001 per share (Title of Class of Securities) |
G8068L108 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G8068L108 |
| 1 | Names of Reporting Persons
CJ Xuning Wang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
67,423,763.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
48.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Note to Item 9: Consists of (i) 9,802,170 ordinary shares held of record by JS&W Capital Holding Limited Partnership ("JS&W Capital Holding"), the general partner of which is ultimately controlled by CJ Xuning Wang, (ii) 57,160,260 ordinary shares held of record by JS&W Global Holding Limited Partnership ("JS&W Global Holding"), the general partner of which is ultimately controlled by CJ Xuning Wang, and (iii) 461,333 ordinary shares held by CJ Xuning Wang; (2) Note to Item 11: This percentage is calculated based on 140,219,933 ordinary shares outstanding reported on SharkNinja, Inc.'s (the "Issuer") Form 6-K dated October 31, 2024.
SCHEDULE 13G
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| CUSIP No. | G8068L108 |
| 1 | Names of Reporting Persons
JS&W Global Holding Limited Partnership | |||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | |||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
57,160,260.00 | |||||||
| 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)
40.8 % | |||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) Note to Item 9: Consists of 57,160,260 ordinary shares held of record by JS&W Global Holding, the general partner of which is ultimately controlled by CJ Xuning Wang; (2) Note to Item 11: This percentage is calculated based on 140,219,933 ordinary shares outstanding reported on the Issuer's Form 6-K dated October 31, 2024.
SCHEDULE 13G
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| CUSIP No. | G8068L108 |
| 1 | Names of Reporting Persons
JS&W Capital Holding Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,802,170.00 | ||||||||
| 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)
7.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) Note to Item 9: Consists of 9,802,170 ordinary shares held of record by JS&W Capital Holding, the general partner of which is ultimately controlled by CJ Xuning Wang; (2) Note to Item 11: This percentage is calculated based on 140,219,933 ordinary shares outstanding reported on the Issuer's Form 6-K dated October 31, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
SHARKNINJA, INC. | |
| (b) | Address of issuer's principal executive offices:
89 A Street #100 Needham, MA, 02494 | |
| Item 2. | ||
| (a) | Name of person filing:
CJ Xuning Wang ("Mr. Wang")JS&W Global Holding Limited Partnership ("JS&W Global Holding")JS&W Capital Holding Limited Partnership ("JS&W Capital Holding")(collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
The address of principal business office of Mr. Wang is c/o SharkNinja, Inc., 89 A Street, Needham, MA 02494.The address of principal business office of JS&W Global Holding is Unit 1, 39/F, East Tower of Cheung Kong Center II, 10 Harcourt Road, Central, Hong Kong.The address of principal business office of JS&W Capital Holding is Unit 1, 39/F, East Tower of Cheung Kong Center II, 10 Harcourt Road, Central, Hong Kong. | |
| (c) | Citizenship:
Mr. Wang - Hong Kong, the People's Republic of ChinaJS&W Global Holding - Cayman IslandsJS&W Capital Holding - Cayman Islands | |
| (d) | Title of class of securities:
Ordinary Shares, par value of $0.0001 per share | |
| (e) | CUSIP No.:
G8068L108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Mr. Wang: 67,423,763 ordinary shares;JS&W Global Holding: 57,160,260 ordinary shares;JS&W Capital Holding: 9,802,170 ordinary shares. | |
| (b) | Percent of class:
Mr. Wang: 48.1%JS&W Global Holding: 40.8%JS&W Capital Holding: 7.0%The foregoing percentages are calculated based on 140,219,933 ordinary shares issued and outstanding as reported on the Issuer's Form 6-K dated October 31, 2024. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Mr. Wang: 461,333JS&W Global Holding: 0JS&W Capital Holding: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Mr. Wang: 66,962,430JS&W Global Holding: 57,160,260JS&W Capital Holding: 9,802,170 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Mr. Wang: 461,333JS&W Global Holding: 0JS&W Capital Holding: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mr. Wang: 66,962,430JS&W Global Holding: 57,160,260JS&W Capital Holding: 9,802,170 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, dated February 4, 2025, by and among CJ Xuning Wang, JS&W Global Holding Limited Partnership and JS&W Capital Holding Limited Partnership |