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1
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NAME OF REPORTING PERSONS
OceanLink Partners Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
7,986,565
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
7,986,565
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,986,565
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP
No. 88557W101
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SCHEDULE 13G
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Page 3
of 9 Pages
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Item 1. | | (a) Name of Issuer |
360 DigiTech Inc
Item 1. | | (b) Address of Issuer’s Principal
Executive Offices |
China
Diamond Exchange Ctr, Bl 555
No.
1701 Centu Shanghai, 200122
The
People’s Republic of China
Item 2. | |
Names of Person Filing |
This statement on Schedule 13G is being filed by OceanLink Partners Fund, LP, a Delaware limited partnership (the “Reporting Person”).
Address
of Principal Business Office
The
business address of OceanLink Partners Fund LP is Unit 2430, 24/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.
Citizenship
OceanLink
Partners Fund LP is a limited partnership organized under the laws of Delaware
Item 2. | | (d) Title of Class of Securities |
Class A Ordinary Shares, par value $0.0001 per share (represented by American Depositary Shares
88557W101
CUSIP No. 88557W101
|
SCHEDULE 13G
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Page 6
of 9 Pages
|
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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: |
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(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) |
o |
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) |
o |
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); |
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(k) |
¨ |
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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CUSIP
No. 88557W101
|
SCHEDULE 13G
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Page
4 of 9 Pages
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Item
4. Ownership
a)
Amount beneficially owned by each Reporting Person: 7,986,565
b) Percent of class beneficially owned by each Reporting Person: 5.0%
c) Number of shares as to which OLP has (i) the sole power to vote or direct the vote of: 7,986,565; (ii) the shared power to vote or to
direct the vote of: 0; (iii) the sole power to dispose or to direct the disposal of: 7,986,565; and (iv) the shared power to dispose
or to direct the disposal of: 0.
The
amount beneficially owned by each Reporting Person is determined based on 159,031,352 Ordinary shares outstanding as of February 16,
2023. The Reporting Person is relying on information provided by the Issuer.
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 five percent of the class of securities, check the following [ ].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
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.
Item
8. Identification and Classification of Members of the Group
Not Applicable.
Item
9. Notice of Dissolution of Group
Not Applicable.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
CUSIP No. 88557W101
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SCHEDULE 13G
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Page
5 of 9 Pages
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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.
Dated: February 21, 2023
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OceanLink Partners Fund LP
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By: |
/s/
Richard Li |
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Richard Li, Director |
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