UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Jianpu Technology
Inc.
(Name of Issuer)
Class A
ordinary shares, US$0.0001 par value per share
(Title of Class of Securities)
47738D309(1)
(CUSIP Number)
Jiayan Lu
JYLu Holdings Ltd.
c/o Jianpu Technology Inc.
5F Times Cyber Building, 19 South Haidian Road
Haidian District, Beijing
People’s Republic of China
Telephone: +86-10-6242-7068
With copies to:
Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
c/o 42/F, Edinburgh Tower,
The Landmark
15 Queen’s Road Central
Hong Kong
Telephone:
+852 3740-4700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 27,
2024
(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. ¨
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies
are to be sent.
* 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.
(1) CUSIP number 47738D309 has been assigned
to the American depositary shares (“ADSs”) of the Issuer, which are quoted on the OTCQB under the symbol “AIJTY.”
Each ADS represents 20 Class A Ordinary Shares of the Issuer.
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).
| CUSIP No. 47738D309 |
13D/A |
Page 2 of 6 Pages |
| 1 |
Names of Reporting Persons
Jiayan Lu |
| 2 |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨ |
| 3 |
SEC Use Only |
| 4 |
Source of Funds (See Instructions)
PF |
| 5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
Citizenship or Place of Organization
People’s Republic of China |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
36,706,536(1) |
| 8 |
Shared Voting Power
0 |
| 9 |
Sole Dispositive Power
36,706,536(1) |
| 10 |
Shared Dispositive Power
0 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,706,536(1) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 |
Percent of Class Represented by Amount in Row (11)
8.7%. The voting power of the shares beneficially owned represented 28.2% of the total outstanding voting power.(2) |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| |
|
|
|
|
Notes:
(1) Represents 5,607,360 Class A
Ordinary Shares in the form of ADSs held by Jiayan Lu, (ii) 28,738,439 Class B Ordinary Shares held by JYLu Holding Ltd. and
(iii) 2,360,737 Class A Ordinary Shares issuable upon exercise of options and vesting of restricted shares within 60 days after
the date hereof. JYLu Holding Ltd. is a British Virgin Islands company wholly owned by Jiayan Lu.
(2) The percentage of voting power is calculated
by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s holders of Class A
Ordinary Shares and Class B Ordinary Shares as a single class as of February 29, 2024 (taking into account the number of shares
that the reporting person had the right to acquire within 60 days the date hereof). Holders of Class A Ordinary Shares and Class B
Ordinary Shares will have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote,
each Class A Ordinary Share will be entitled to one vote, and each Class B Ordinary Share will be entitled to ten votes. Each
Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary
Shares are not convertible into Class B Ordinary Shares under any circumstances.
| CUSIP No. 47738D309 |
13D/A |
Page 3 of 6 Pages |
| 1 |
Names of Reporting Persons
JYLu Holdings Ltd. |
| 2 |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨ |
| 3 |
SEC Use Only |
| 4 |
Source of Funds (See Instructions)
WC |
| 5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
Citizenship or Place of Organization
British Virgin Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
28,738,439(1) |
| 8 |
Shared Voting Power
0 |
| 9 |
Sole Dispositive Power
28,738,439(1) |
| 10 |
Shared Dispositive Power
0 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
28,738,439(1) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 |
Percent of Class Represented by Amount in Row (11)
6.8%. The voting power of the shares beneficially owned represented 27.5% of the total outstanding voting power.(2) |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| |
|
|
|
|
Notes:
(1) Represents 28,738,439 Class B Ordinary
Shares held by JYLu Holding Ltd. JYLu Holding Ltd. is a British Virgin Islands company wholly owned by Jiayan Lu.
(2) The percentage of voting power is calculated
by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s holders of Class A
Ordinary Shares and Class B Ordinary Shares as a single class as of February 29, 2024 (taking into account the number of shares
that the reporting person had the right to acquire within 60 days the date hereof). Holders of Class A Ordinary Shares and Class B
Ordinary Shares will have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote,
each Class A Ordinary Share will be entitled to one vote, and each Class B Ordinary Share will be entitled to ten votes. Each
Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary
Shares are not convertible into Class B Ordinary Shares under any circumstances.
| CUSIP No. 47738D309 |
13D/A |
Page 4
of 6 Pages |
Explanatory Note
Pursuant to Rule 13d-2
promulgated under the Act, this Amendment No. 1 to Statement on Schedule 13D (this “Amendment”) amends and supplements
the Statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on August 6, 2018 (the “Statement”).
Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Statement. All
capitalized terms used herein which are not defined herein have the meanings given to such terms in the Statement.
| Item 1. |
Security and Issuer |
Item 1 of the Statement
is hereby amended and restated as follows:
This Schedule 13D relates
to the Class A Ordinary Shares of Jianpu Technology Inc., a Cayman Islands company (the “Issuer”), whose principal
executive offices are located at 5F Times Cyber Building, 19 South Haidian Road, Haidian District, Beijing, People’s Republic of
China.
The Ordinary Shares of the
Issuer consist of Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) and Class B Ordinary
Shares, par value $0.0001 each. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the
holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
The ADSs are quoted on the
OTCQB and are currently traded under the symbol “AIJTY.”
| Item 2. |
Identity and Background |
Items 2(b) through
(f) of the Statement are hereby amended and restated as follows:
(b), (c), and (f): Jiayan
Lu is a director of the Issuer. Jiayan Lu is a citizen of the People’s Republic of China. The principal business address of Jiayan
Lu is c/o Jianpu Technology Inc., 5F Times Cyber Building, 19 South Haidian Road, Haidian District, Beijing, People’s Republic
of China.
JYLu Holdings Ltd. is principally
an investment holding vehicle and is wholly owned and controlled by Jiayan Lu. The principal business address of JYLu Holdings Ltd. is
c/o Jianpu Technology Inc., 5F Times Cyber Building, 19 South Haidian Road, Haidian District, Beijing, People’s Republic of China.
The name, business address, present principal employment and citizenship of each director and executive officer of JYLu Holdings Ltd.
are set forth in Schedule A hereto and are incorporated herein by reference.
(d) and (e): During
the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or
Other Consideration |
Item 3 of the Statement
is hereby amended and restated as follows:
From March 20, 2024
through August 27, 2024, Jiayan Lu purchased a total of 4,571,640 Class A Ordinary Shares in the form of ADSs of the Issuer
in the open market for approximately US$97 thousand with his personal funds. (the “Recent Open-Market Purchases”).
| CUSIP No. 47738D309 |
13D/A |
Page 5
of 6 Pages |
Apart from the Recent Open-Market
Purchases, Jiayan Lu beneficially owned (i) 1,035,720 Class A Ordinary Shares of the Issuer in the form of ADSs held by himself
prior to the Recent Open-Market Purchases, (ii) 28,738,439 Class B Ordinary Shares of the Issuer held by JYLu Holding Ltd,
a British Virgin Islands company wholly owned by Jiayan Lu, and (iii) the 2,360,737 Class A Ordinary Shares of the Issuer issuable
to Jiayan Lu upon exercise of options and vesting of restricted shares within 60 days after the date hereof.
| Item 4. | Purpose of Transaction |
Item 4 of the Statement
is hereby amended and restated as follows:
The information set forth
in Item 3 is hereby incorporated by reference in its entirety. The Recent Open-Market Purchases were made for investment purposes.
Except as set forth above
and potential future receipt of awards that may be granted to Jiayan Lu under the Issuer’s share incentive plans, none of the Reporting
Persons has any present plan or proposal which related to or would result in any transaction, change or event specified in clauses (a) through
(j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to take such actions in the future as they deem appropriate,
including changing the purpose described above or adopting plans or proposals with respect to one or more of the items described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the
Issuer |
Item 5 of the Statement
is hereby amended and restated as follows:
(a)—(b): The responses
of each Reporting Person to Rows (11) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference
in this Item 5.
The percentage of voting
power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s
holders of Class A Ordinary Shares and Class B Ordinary Shares as a single class as of February 29, 2024 (taking into
account the number of shares that the reporting person had the right to acquire within 60 days the date hereof). Each holder of Class A
Ordinary Shares is entitled to one vote per share and each holder of Class B Ordinary Shares is entitled to ten votes per share
on all matters submitted to them for a vote. Class A Ordinary Shares and Class B Ordinary Shares vote together as a single
class on all matters submitted to a vote of shareholders, except as may otherwise be required by law. Class B Ordinary Shares are
convertible at any time by the holder thereof into Class A Ordinary Shares on a one-for-one basis.
(c): Except as set forth
on Schedule B attached hereto, none of the Reporting Persons has effected any transaction in the ordinary shares of the Issuer
during the past 60 days.
(d): Except as disclosed
in this Schedule 13D, 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 of the Issuer beneficially owned by any of the Reporting
Persons.
(e): Not applicable.
| CUSIP No. 47738D309 |
13D/A |
Page 6
of 6 Pages |
| Item 7. | Material to be Filed as Exhibits |
* Previously
filed.
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: August 28, 2024 |
|
| |
|
| |
/s/ Jiayan Lu |
| |
Jiayan Lu |
| |
|
| |
JYLu Holdings Ltd. |
| |
|
| |
By: |
/s/ Jiayan Lu |
| |
Name: |
Jiayan Lu |
| |
Title: |
Director |
Schedule A
Executive Officers and Directors
JYLu Holdings Ltd.
The business address of the
following individual is c/o Jianpu Technology Inc., 5F Times Cyber Building, 19 South Haidian Road, Haidian District, Beijing, People’s
Republic of China.
| Name |
|
Country of Citizenship |
|
| Director: |
|
|
|
| Jiayan Lu |
|
People’s Republic of China |
|
| |
|
|
|
| Executive Officers: |
|
|
|
| None |
|
Not applicable |
|
Schedule B
60-Day Trading History
| Trade Date |
|
Amount of ADSs (Each Representing 20
Class A Ordinary Shares) Purchased |
|
Weighted Average Price Per
ADS (US$) |
|
| August 27, 2024 |
|
84,000 |
|
0.21 |
|
The transaction above was effected by Jiayan Lu in the open market.
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