UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b),
(c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Smart Share
Global Limited
(Name of Issuer)
Ordinary
shares, par value of $0.0001 per share
(Title of Class of Securities)
83193E 102**
(CUSIP Number)
December 31,
2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* 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 83193E 102 has been assigned to the American Depositary
Shares (“ADSs”) of Smart Share Global Limited (the “Issuer”), which are quoted on the Nasdaq Global Select Market
under the symbol “EM.” Each ADS represents two Class A ordinary shares of the Issuer. There is no CUSIP number assigned
to the Class A ordinary shares.
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).
| 1 |
Name of Reporting Person
Peifeng Xu
|
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
|
| 3 |
SEC Use Only
|
| 4 |
Citizenship
People’s Republic of China
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5 |
Sole Voting Power
30,609,500(1)
|
| 6 |
Shared Voting Power
0
|
| 7 |
Sole Dispositive Power
30,609,500(1)
|
| 8 |
Shared Dispositive Power
0
|
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
30,609,500(1) |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11 |
Percent of Class Represented by Amount in Row (9)
5.9%. The voting power of the shares beneficially owned represent 23.4% of the total outstanding voting power.(2) |
| 12 |
Type of Reporting Person
IN
|
(1) Represents (i) 27,397,000 Class B ordinary shares, 2,250,000 Class A ordinary shares and 212,500 Class A ordinary shares issuable upon
the exercise of options within 60 days of December 31, 2022, held by Super June Limited, a British Virgin Islands company wholly owned
by Peifeng Xu, and (ii) 750,000 Class A ordinary shares issuable upon the vesting of restricted share units held by Peifeng Xu within
60 days of December 31, 2022. The registered address of Super June Limited is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road
Town, Tortola, British Virgin Islands. The business address of Peifeng Xu is 6th Floor, 799 Tianshan W Road, Changning District, Shanghai
200335, People’s Republic of China.
(2) The percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on
a total of 518,364,035 issued and outstanding Class A and Class B ordinary shares (being the sum of 444,390,065 Class A ordinary shares
(excluding 8,508,112 Class A ordinary shares in the form of ADSs held as treasury shares and reserved for future issuance upon the exercising
or vesting of awards granted under the Issuer’s share incentive plans), with each being entitled to one vote, and 73,973,970 Class
B ordinary shares, with each being entitled to ten (10) votes) of the Issuer as a single class as of December 31, 2022.
| 1 |
Name of Reporting Person
Super June Limited
|
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
|
| 3 |
SEC Use Only
|
| 4 |
Place of Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5 |
Sole Voting Power
29,859,500(1)
|
| 6 |
Shared Voting Power
0
|
| 7 |
Sole Dispositive Power
29,859,500(1)
|
| 8 |
Shared Dispositive Power
0
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
29,859,500(1) |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11 |
Percent of Class Represented by Amount in Row (9)
5.8%. The voting power of the shares beneficially owned represent 23.3% of the total outstanding voting power.(2) |
| 12 |
Type of Reporting Person
CO
|
(1) Represents
27,397,000 Class B ordinary shares, 2,250,000 Class A ordinary shares and 212,500 Class A ordinary shares issuable upon the exercise of
options within 60 days of December 31, 2022, held by Super June Limited, a British Virgin Islands company. The registered address of Super
June Limited is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
(2) The
percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on a total
of 518,364,035 issued and outstanding Class A and Class B ordinary shares (being the sum of 444,390,065 Class A ordinary shares (excluding
8,508,112 Class A ordinary shares in the form of ADSs held as treasury shares and reserved for future issuance upon the exercising or
vesting of awards granted under the Issuer’s share incentive plans), with each being entitled to one vote, and 73,973,970 Class
B ordinary shares, with each being entitled to ten (10) votes) of the Issuer as a single class as of December 31, 2022.
| Item 1(a). | Name of Issuer: |
Smart Share Global Limited
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
6th Floor, 799 Tianshan W Road
Changning District, Shanghai 200335
People’s Republic of China
| Item 2(a). | Name of Person Filing: |
Peifeng Xu
Super June Limited
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
Peifeng Xu
6th Floor, 799 Tianshan W Road
Changning District, Shanghai 200335
People’s Republic of China
Super June Limited
Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town
Tortola, British Virgin Islands
Peifeng Xu — People’s Republic of China
Super June Limited — British Virgin Islands
| Item 2(d). | Title of Class of Securities: |
Ordinary shares, par value $0.0001 per share, of the Issuer.
The Issuer’s ordinary shares consist of Class A ordinary
shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are
identical, except with respect to conversion rights and voting rights. Each Class B ordinary shares is convertible at the option
of the holder at any time into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into
Class B ordinary shares under any circumstance. Each Class B ordinary share is entitled to ten (10) votes per share, whereas
each Class A ordinary share is entitled to one vote per share.
83193E 102
This CUSIP number applies to the ADSs, each ADS representing two Class A
ordinary shares of the Issuer. There is no CUSIP number assigned to the Class A ordinary shares.
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing
is a: |
Not applicable
The following information with respect to the ownership of the ordinary
shares of the Issuer by each of the reporting persons is provided as of December 31, 2022:
| | |
Amount
beneficially
owned | | |
Percent of
class | | |
Percent of
aggregate
voting
power | | |
Sole power to
vote or direct
the vote | | |
Shared power
to vote or to
direct the vote | | |
Sole power to
dispose or to
direct the
disposition of | | |
Shared power
to dispose or
to direct the
disposition of | |
| Peifeng Xu | |
| 30,609,500 | (1) | |
| 5.9 | %(2) | |
| 23.4 | %(3) | |
| 30,609,500 | (1) | |
| 0 | | |
| 30,609,500 | (1) | |
| 0 | |
| Super June Limited | |
| 29,859,500 | (4) | |
| 5.8 | %(2) | |
| 23.3 | %(3) | |
| 29,859,500 | (4) | |
| 0 | | |
| 29,859,500 | (4) | |
| 0 | |
| (1) | Represents (i) 27,397,000 Class B ordinary shares, 2,250,000 Class A ordinary shares and 212,500 Class A ordinary shares issuable upon
the exercise of options within 60 days of December 31, 2022, held by Super June Limited, a British Virgin Islands company wholly owned
by Peifeng Xu, and (ii) 750,000 Class A ordinary shares issuable upon the vesting of restricted share units held by Peifeng Xu within
60 days of December 31, 2022. |
| (2) | The percentage of the class of securities beneficially owned by each reporting person is based on a total of 518,364,035 issued and outstanding
Class A and Class B ordinary shares, being the sum of 444,390,065 Class A ordinary shares (excluding 8,508,112 Class A ordinary shares
in the form of ADSs held as treasury shares and reserved for future issuance upon the exercising or vesting of awards granted under the
Issuer’s share incentive plans) and 73,973,970 Class B ordinary shares, of the Issuer as a single class as of December 31, 2022.
In computing the percentage ownership of the reporting persons, we have included shares that the reporting persons have the right to acquire
within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, after December
31, 2022. |
| (3) | For each reporting person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such
reporting person by the voting power of all of the Issuer’s issued and outstanding Class A ordinary shares and Class B ordinary
shares as a single class as of December 31, 2022. |
| (4) | Represents 27,397,000 Class B ordinary shares, 2,250,000 Class A ordinary shares and 212,500 Class A ordinary shares issuable upon the
exercise of options within 60 days of December 31, 2022, held by Super June Limited, a British Virgin Islands company. |
| 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 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
Not applicable
LIST OF EXHIBITS
Exhibit 99.1 — Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on February 11, 2022 by the reporting persons with the Securities and Exchange Commission)
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 10, 2023
| |
|
Peifeng Xu |
| |
|
|
| |
|
/s/ Peifeng Xu |
| |
|
Super June Limited |
| |
|
|
| |
By: |
/s/ Peifeng Xu |
| |
Name: |
Peifeng Xu |
| |
Title: |
Director |
Smart Share Global (NASDAQ:EM)
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