UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934*

Cango Inc.

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

137586103 (1)

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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).

 

(Continued on following pages)

 

(1)  This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Class A ordinary shares of the Issuer

 

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus Cango Fintech Investment Company Limited

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
53,431,125 Class A Ordinary Shares

(6)

Shared Voting Power
0

(7)

Sole Dispositive Power
53,431,125 Class A Ordinary Shares

(8)

Shared Dispositive Power
0

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
53,431,125 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
17.7%*

(12)

Type of Reporting Person
CO

 

* Calculation is based upon 302,209,892 ordinary shares outstanding as reported in the prospectus filed by Cango Inc. (the “Issuer”) with the United States Securities and Exchange Commission on July 27, 2018 (the “Prospectus”).

 

1

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus Private Equity XII, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
17,207,761.0 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
17,207,761.0 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
17,207,761.0 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
5.7%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

2

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus Private Equity XII-B, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
3,452,452.1 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
3,452,452.1 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
3,452,452.1 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
1.1%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

3

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus Private Equity XII-D, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
496,642.3 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
496,642.3 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
496,642.3 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
0.2%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

4

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus Private Equity XII-E, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
2,834,521.2 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
2,834,521.2 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
2,834,521.2 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
0.9%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

5

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
WP XII Partners, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
928,365.8 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
928,365.8 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
928,365.8 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
0.3%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

6

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus XII Partners, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
1,795,820.1 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
1,795,820.1 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,795,820.1 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
0.6%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

7

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus China (Cayman), L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
24,411,078.1 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
24,411,078.1 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
24,411,078.1 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
8.1%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

8

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus China Partners (Cayman), L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
2,304,484.4 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
2,304,484.4 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
2,304,484.4 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
0.8%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

9

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus LLC

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
26,715,562.5 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
26,715,562.5 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
26,715,562.5 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
8.8%*

(12)

Type of Reporting Person
OO

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

10

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus XII, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
26,715,562.5 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
26,715,562.5 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
26,715,562.5 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
8.8%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

11

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
WP Global LLC

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
26,715,562.5 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
26,715,562.5 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
26,715,562.5 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
8.8%*

(12)

Type of Reporting Person
OO

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

12

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus Partners II, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
26,715,562.5 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
26,715,562.5 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
26,715,562.5 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
8.8%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

13

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus Partners GP LLC

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
26,715,562.5 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
26,715,562.5 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
26,715,562.5 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
8.8%*

(12)

Type of Reporting Person
OO

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

14

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus & Co.

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
26,715,562.5 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
26,715,562.5 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
26,715,562.5 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
8.8%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

15

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus (Cayman) China GP, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
26,715,562.5 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
26,715,562.5 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
26,715,562.5 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
8.8%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

16

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus (Cayman) China GP LLC

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
26,715,562.5 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
26,715,562.5 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
26,715,562.5 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
8.8%*

(12)

Type of Reporting Person
OO

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

17

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus Partners II (Cayman), L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
26,715,562.5 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
26,715,562.5 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
26,715,562.5 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
8.8%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

18

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Warburg Pincus (Bermuda) Private Equity GP Ltd.

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Bermuda

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
26,715,562.5 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
26,715,562.5 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
26,715,562.5 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
8.8%*

(12)

Type of Reporting Person
CO

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

19

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Charles R. Kaye

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
53,431,125 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
53,431,125 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
53,431,125 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
17.7%*

(12)

Type of Reporting Person
IN

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

20

 

CUSIP No.: 137586103

 

(1)

Name of Reporting Persons
Joseph P. Landy

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
53,431,125 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
53,431,125 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
53,431,125 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
17.7%*

(12)

Type of Reporting Person
IN

 

* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.

 

21

 

Item 1(a).

 

Name of Issuer:
Cango Inc.

Item 1(b).

 

Address of Issuer’s Principal Executive Offices:
10A, Building 3, Youyou Century Plaza

 

428 South Yanggao Road, Pudong New Area

 

Shanghai 200127, People’s Republic of China

 

Item 2(a).

 

Name of Person Filing:

 

1.     Warburg Pincus Cango Fintech Investment Company Limited, a British Virgin Islands business company (“WP Fintech”), directly holds 53,431,125 Class A Ordinary Shares of the Issuer.

 

2.     Warburg Pincus Private Equity XII, L.P., a Delaware limited partnership (“WP XII”), holds 32.2% of the equity interest of WP Fintech.

 

3.     Warburg Pincus Private Equity XII-B, L.P., a Delaware limited partnership (“WP XII-B”), holds 6.5% of the equity interest of WP Fintech.

 

4.     Warburg Pincus Private Equity XII-D, L.P., a Delaware limited partnership (“WP XII-D”), holds 0.9% of the equity interest of WP Fintech.

 

5.     Warburg Pincus Private Equity XII-E, L.P., a Delaware limited partnership (“WP XII-E”), holds 5.3% of the equity interest of WP Fintech.

 

6.     WP XII Partners, L.P., a Delaware limited partnership (“WP XII Partners”), holds 1.7% of the equity interest of WP Fintech.

 

7.     Warburg Pincus XII Partners, L.P., a Delaware limited partnership (“Warburg Pincus XII Partners”, and, together with WP XII, WP XII-B, WP XII-D, WP XII-E and WP XII Partners, the “WP XII Funds”), holds 3.4% of the equity interest of WP Fintech.

 

8.     Warburg Pincus China (Cayman), L.P., a Cayman Islands limited partnership (“WPC Cayman”), holds 45.7% of the equity interest of WP Fintech.

 

9.     Warburg Pincus China Partners (Cayman), L.P., a Cayman Islands limited partnership (“Warburg Pincus China Cayman Partners” and, together with WPC Cayman, the “WPC Cayman Funds”), holds 4.3% of the equity interest of WP Fintech.

 

10.  Warburg Pincus LLC, a New York limited liability company (“WP LLC”), is the manager of WP XII Funds.

 

11.  Warburg Pincus XII, L.P., a Delaware limited partnership (“WP XII GP”), is the general partner of the WP XII Funds.

 

12.  WP Global LLC, a Delaware limited liability company (“WP Global”), is the general partner of WP XII GP.

 

13.  Warburg Pincus Partners II, L.P., a Delaware limited partnership (“WPP II”), is the managing member of WP Global.

 

14.  Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WPP GP”), is the general partner of WPP II.

 

15.  Warburg Pincus & Co, a New York general partnership (“WP”), is the managing member of WPP GP.

 

16.  Warburg Pincus (Cayman) China GP, L.P., a Cayman Islands limited partnership (“WPC Cayman GP”), is the general partner of the WPC Cayman Funds.

 

17.  Warburg Pincus (Cayman) China GP LLC, a Delaware limited liability company (“WPC Cayman GP LLC”), is the general partner of WPC Cayman GP.

 

18.  Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“WPP II Cayman”), is the managing member of WPC Cayman GP LLC.

 

19.  Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company (“WP Bermuda”), is the general partner of WPP II Cayman.

 

20.  Charles R. Kaye and Joseph P. Landy are each (i) managing general partners of WP, (ii) directors and co-chairmen of WP Bermuda, and (iii) the managing members and co-chief executive officers of WP LLC, and may be deemed to control the Warburg Pincus entities. Charles R. Kaye and Joseph P. Landy disclaim beneficial ownership of all shares held by the Warburg Pincus entities.

 

Each party listed above is collectively being referred to herein as the “Warburg Pincus Reporting Persons”.

Item 2(b).

 

Address of Principal Business Office or, if none, Residence:

For all Warburg Pincus Reporting Persons:

 

450 Lexington Avenue, New York, New York 10017, U.S.A.

Item 2(c).

 

Citizenship or Place of Organization:
See Item 2(a).

Item 2(d).

 

Title of Class of Securities:

Class A ordinary shares of the Issuer, par value US$0.0001 per share

 

The Issuer’s ordinary shares consist of Class A ordinary shares (the “Class A Shares”) and Class B ordinary shares (the “Class B Shares”). Holders of Class A Shares and Class B Shares have the same rights except for voting and conversion rights. Each Class A Share is entitled to one vote, and each Class B Share is entitled to twenty votes and is convertible into one Class A Share. Class A ordinary shares are not convertible into Class B Shares under any circumstances.

Item 2(e).

 

CUSIP Number:
137586103 (American depositary shares of the Issuer)

 

Item 3.

statement  filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

 

Not applicable

 

22

 

Item 4.

Ownership:

The following table sets forth the beneficial ownership of the ordinary shares of the Issuer by each of the reporting persons as reported in the Prospectus filed by the Issuer on July 27, 2018:

 

 

 

 

 

Number of shares as to which such person has:

Reporting
Person

Amount Beneficially
Owned

Percent of
Class (1)

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

WP Fintech

53,431,125

17.7

% (2)

53,431,125

0

53,431,125

0

WP XII

17,207,761.0

5.7

%

0

17,207,761.0

0

17,207,761.0

WP XII-B

3,452,452.1

1.1

%

0

3,452,452.1

0

3,452,452.1

WP XII-D

496,642.3

0.2

%

0

496,642.3

0

496,642.3

WP XII-E

2,834,521.2

0.9

%

0

2,834,521.2

0

2,834,521.2

WP XII Partners

928,365.8

0.3

%

0

928,365.8

0

928,365.8

Warburg Pincus XII Partners

1,795,820.1

0.6

%

0

1,795,820.1

0

1,795,820.1

WPC Cayman

24,411,078.1

8.1

%

0

24,411,078.1

0

24,411,078.1

Warburg Pincus China Cayman Partners

2,304,484.4

0.8

%

0

2,304,484.4

0

2,304,484.4

WP LLC

26,715,562.5

8.8

%

0

26,715,562.5

0

26,715,562.5

WP XII GP

26,715,562.5

8.8

%

0

26,715,562.5

0

26,715,562.5

WP Global

26,715,562.5

8.8

%

0

26,715,562.5

0

26,715,562.5

WPP II

26,715,562.5

8.8

%

0

26,715,562.5

0

26,715,562.5

WPP GP

26,715,562.5

8.8

%

0

26,715,562.5

0

26,715,562.5

WP

26,715,562.5

8.8

%

0

26,715,562.5

0

26,715,562.5

WPC Cayman GP

26,715,562.5

8.8

%

0

26,715,562.5

0

26,715,562.5

WPC Cayman GP LLC

26,715,562.5

8.8

%

0

26,715,562.5

0

26,715,562.5

WPP II Cayman

26,715,562.5

8.8

%

0

26,715,562.5

0

26,715,562.5

WP Bermuda

26,715,562.5

8.8

%

0

26,715,562.5

0

26,715,562.5

Charles R. Kaye

53,431,125

17.7

%

0

53,431,125

0

53,431,125

Joseph P. Landy

53,431,125

17.7

%

0

53,431,125

0

53,431,125

 

(1)  As a percentage of 302,209,892 ordinary shares of the Issuer as reported in the Prospectus filed on July 27, 2018, comprised of 222,884,172 Class A Shares of the Issuer and 79,325,720 Class B Shares of the Issuer.

 

(2)  The voting power of the ordinary shares beneficially owned by the reporting person represents 3.0% of the total outstanding voting power of all Class A Shares and Class B Shares of the Issuer, given that each Class A Share is entitled to one vote and each Class B Share is entitle to twenty votes.

 

23

 

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:

 

The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act. The joint filing agreement among the Warburg Pincus Reporting Persons to file jointly is attached hereto as Exhibit 99.1.

 

Item 9.

Notice of Dissolution of Group:

 

Not applicable

 

 

Item 10.

Certifications:

 

Not applicable

 

24

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated:  February 14, 2019

 

 

 

 

Warburg Pincus Cango Fintech Investment Company Limited

 

 

 

By:

/s/ David Sreter

 

Name:

David Sreter

 

Title:

Director

 

 

 

Warburg Pincus Private Equity XII, L.P.

 

 

 

By:

Warburg Pincus XII, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

 

Warburg Pincus Private Equity XII-B, L.P.

 

 

 

By:

Warburg Pincus XII, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus Private Equity XII-D, L.P.

 

 

 

By:

Warburg Pincus XII, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus Private Equity XII-E, L.P.

 

 

 

By:

Warburg Pincus XII, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

25

 

 

WP XII Partners, L.P.

 

 

 

By:

Warburg Pincus XII, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus XII Partners, L.P.

 

 

 

By:

Warburg Pincus XII, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus China (Cayman), L.P.

 

 

 

By:

Warburg Pincus (Cayman) China GP, L.P., its general partner

 

By:

Warburg Pincus (Cayman) China GP LLC, its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

Warburg Pincus China Partners (Cayman), L.P.

 

 

 

By:

Warburg Pincus (Cayman) China GP, L.P., its general partner

 

By:

Warburg Pincus (Cayman) China GP LLC, its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

Warburg Pincus LLC

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus XII, L.P.

 

 

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

26

 

 

WP Global LLC

 

 

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus Partners II, L.P.

 

 

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus Partners GP LLC

 

 

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus & Co.

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus (Cayman) China GP, L.P.

 

 

 

By:

Warburg Pincus (Cayman) China GP LLC, its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

Warburg Pincus (Cayman) China GP LLC

 

 

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

Warburg Pincus Partners II (Cayman), L.P.

 

 

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

Warburg Pincus (Bermuda) Private Equity GP Ltd.

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

27

 

 

Charles R. Kaye

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Attorney-in-fact*

 

 

 

Joseph P. Landy

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Attorney-in-fact*

 

*The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an exhibit to the statement on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. (File No.  005-80578 ) and is hereby incorporated by reference.

 

28

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

 

29

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