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.
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).
CUSIP No. 54951L109
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SCHEDULE 13G
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1
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NAME OF REPORTING PERSONS
Melvin Capital Management 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, USA
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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
0
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6
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SHARED VOTING POWER
40,000,000*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
40,000,000*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000,000*
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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)
5.2%
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12
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TYPE OF REPORTING PERSON
IA
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*See Item 4 for additional information.
CUSIP No. 54951L109
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SCHEDULE 13G
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Item 1.
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(a) Name of Issuer
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Luckin Coffee Inc.
(the “Issuer”)
Item 1.
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(b) Address of Issuer’s Principal Executive Offices
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17F Block A,
Tefang Portman Tower, No. 81 Zhanhong Road
Siming District,
Xiamen, Fujian, People’s Republic of China 361008
Item 2.
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(a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship:
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This report on Schedule 13G is being filed by Melvin Capital Management LP (the “Firm”), a Delaware limited partnership.
The address for the Firm is: 535 Madison Avenue, 22nd Floor, New York, NY 10022.
Item 2.
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(d) Title of Class of Securities
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American depositary shares (“ADSs”)
each representing eight (8) Class A ordinary shares, par value US$0.000002 per share
54951L109
Item
3. If this statement is filed pursuant to Rule 13d-1(b), or 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);
(b)
☐ Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
☐ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
☐ Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
☐ An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
☐ An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
☐ A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
☐ A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(j)
☐ A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(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:
_________________
CUSIP No. 54951L109
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SCHEDULE 13G
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Item
4. Ownership
Information
with respect to the Firm’s ownership of securities of the issuer is incorporated by reference to items (5) - (9) and (11)
of the respective cover page of the Firm.
As reported
in the cover pages to this report, the ownership information with respect to the Firm is as follows:
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(a) Amount Beneficially Owned:
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40,000,000*
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(b) Percent of Class:
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5.2%*
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(c) Number of Shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
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0
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(ii) Shared power to vote or to direct the vote:
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40,000,000*
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(iii) Sole power to dispose or to direct the disposition of:
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0
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(iv) Shared power to dispose or to direct the disposition of:
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40,000,000*
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*The
Firm is the investment manager to Melvin Capital Master Fund Ltd., a Cayman Islands exempted company (“Melvin
Master”), Melvin Capital Onshore LP, a Delaware limited partnership (“Melvin Onshore”), and one or
more managed accounts (the “Managed Accounts” and together with Melvin Master and Melvin Onshore, the
“Melvin Funds and Accounts”). As of March 24, 2020, the Firm may be deemed to beneficially own an aggregate of
40,000,000 Class A ordinary shares of the Issuer. The number of shares reported above consists of (i) ADSs covering
21,191,360 shares, and call options to purchase ADSs covering 6,691,200 shares, held by Melvin Master, (ii) ADSs covering
3,084,368 shares, and call options to purchase ADSs covering 974,400 shares, held by Melvin Onshore and (iii) ADSs covering
6,124,272 shares, and call options to purchase ADSs covering 1,934,400 shares, held by the Managed Accounts. The Firm, as the
investment manager to the Melvin Funds and Accounts, may be deemed to beneficially own these securities. Gabriel Plotkin is
the managing member of the general partner of the Firm and exercises investment discretion with respect to these securities.
Ownership percentages are based on 775,087,728 Class A ordinary shares reported as issued and outstanding in the
Issuer’s Prospectus on Form 424B4 filed with the Securities and Exchange Commission on January 10, 2020, and other
public information.
CUSIP No. 54951L109
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SCHEDULE 13G
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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 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. 54951L109
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SCHEDULE 13G
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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:
March 25, 2020
Melvin
Capital Management LP
By:
/s/ Evan Cohen
Evan Cohen, Chief
Compliance Officer