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.

(Amendment No.2)

 

Yatsen Holding Limited

(Name of Issuer)

 

Class A Ordinary Shares, par value US$0.00001 per share

(Title of Class of Securities)

 

985194109

(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:

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).

 

 

 

 

 

 CUSIP No. 985194109

 

1.

Names of Reporting Persons

Banyan Partners Fund III, L.P.

 

2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) o
  (b) x(1)
     
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

158,223,822 Class A ordinary shares (2) 

 

  7.

Sole Dispositive Power

0

 

  8.

Shared Dispositive Power

158,223,822 Class A ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

158,223,822 Class A ordinary shares (2)

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x (3)

 

11.

Percent of Class Represented by Amount in Row (9)

8.2% of Class A ordinary shares (or 5.9% of the total ordinary shares) (4)

 

12.

Type of Reporting Person (See Instructions)

PN

 

(1)This statement on Schedule 13G is filed by Banyan Partners Fund III, L.P. (“Banyan Fund III”), Banyan Partners Fund III-A, L.P. (“Banyan Fund III-A”) and Banyan Partners III Ltd. (“Banyan III GP”, collectively with Banyan Fund III and Banyan III-A, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Such 158,223,822 Class A ordinary shares are held by Banyan Fund III directly. Banyan Fund III-A directly holds 27,272,003 Class A ordinary shares. Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III and Banyan Fund III-A.
(3)Banyan Fund III disclaims beneficial ownership over shares reported herein that are directly held by Banyan Fund III-A.
(4)Calculation is based on 2,697,173,763 ordinary shares issued and outstanding as of February 28, 2022, consisting of 1,938,303,919 Class A ordinary shares and 758,869,844 Class B ordinary shares, as reported in the Issuer’s annual report on Form 20-F filed with the Securities and Exchange Commission on April 22, 2022 (the “Issuer’s 20-F Filing”). Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes and 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. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Banyan Fund III represent approximately 0.9% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

  

 

 

CUSIP No. 985194109

 

1.

Names of Reporting Persons

Banyan Partners Fund III-A, L.P.

 

2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) o
  (b) x(1)
     
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

27,272,003 Class A ordinary shares (2) 

 

  7.

Sole Dispositive Power

0

 

  8.

Shared Dispositive Power

27,272,003 Class A ordinary shares (2) 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

27,272,003 Class A ordinary shares (2) 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x (3)

 

11.

Percent of Class Represented by Amount in Row (9)

1.4% of Class A ordinary shares (or 1.0% of the total ordinary shares) (4)

 

12.

Type of Reporting Person (See Instructions)

PN

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Such 27,272,003 Class A ordinary shares are held by Banyan Fund III-A directly. Banyan Fund III directly holds 158,223,822 Class A ordinary shares. Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III and Banyan Fund III-A.
(3)Banyan Fund III-A disclaims beneficial ownership over shares reported herein that are directly held by Banyan Fund III.
(4)Calculation is based on 2,697,173,763 ordinary shares issued and outstanding as of February 28, 2022, consisting of 1,938,303,919 Class A ordinary shares and 758,869,844 Class B ordinary shares, as reported in the Issuer’s 20-F Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes and 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. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Banyan Fund III-A represent approximately 0.2% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

 

 

 

 

CUSIP No. 985194109

 

1.

Names of Reporting Persons

Banyan Partners III Ltd.

 

2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) o
  (b) x(1)
     
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

185,495,825 Class A ordinary shares (2)

 

  7.

Sole Dispositive Power

0

 

  8.

Shared Dispositive Power

185,495,825 Class A ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

185,495,825 Class A ordinary shares (2)

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (9)

9.6% of Class A ordinary shares (or 6.9% of the total ordinary shares) (3)

 

12.

Type of Reporting Person (See Instructions)

CO

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of (i) 158,223,822 Class A ordinary shares directly held by Banyan Fund III and (ii) 27,272,003 Class A ordinary shares directly held by Banyan Fund III-A. Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III and Banyan Fund III-A.
(3)Calculation is based on 2,697,173,763 ordinary shares issued and outstanding as of February 28, 2022, consisting of 1,938,303,919 Class A ordinary shares and 758,869,844 Class B ordinary shares, as reported in the Issuer’s 20-F Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes and 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. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Banyan III GP represent approximately 1.1% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

  

 

 

 

 

CUSIP No. 985194109

 

Item 1.
  (a)

Name of Issuer

 

Yatsen Holding Limited

     
  (b)

Address of Issuer’s Principal Executive Offices

 

Building No. 35, Art Port International Creation Center, No. 2519 Xingang East Road,

Haizhu District, Guangzhou 510330, People’s Republic of China

     
Item 2.
  (a)

Name of Person Filing

 

Banyan Partners Fund III, L.P. (“Banyan Fund III”)

Banyan Partners Fund III-A, L.P. (“Banyan Fund III-A”)

Banyan Partners III Ltd. (“Banyan III GP”) 

     
  (b)

Address of Principal Business Office or, if none, Residence

 

The address of each of Banyan Partners Fund III, L.P., Banyan Partners Fund III-A, L.P. and Banyan Partners III Ltd. is:

c/o Walkers Corporate Limited

190 Elgin Avenue

George Town

Grand Cayman, KY1-9008

Cayman Islands

     
  (c)

Citizenship

 

Banyan Partners Fund III, L.P.: Cayman Islands

Banyan Partners Fund III-A, L.P.: Cayman Islands

Banyan Partners III Ltd.: Cayman Islands 

     
  (d)

Title of Class of Securities

 

Class A Ordinary Shares, par value US$0.00001 per share 

     
  (e)

CUSIP Number

 

985194109

 
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:
   
Not applicable.

 

 

 

 

Item 4. Ownership
   

The following information with respect to the ownership of Class A ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022:

 

Reporting Persons Ordinary Shares Held Directly (1) Shared Voting
Power (1)		 Shared Dispositive Power (1) Beneficial Ownership (1)

Percentage

of Class A Ordinary Shares (1)(3)

 Percentage of Total Ordinary Shares (1)(3) Percentage of the Aggregate Voting Power (1)(3)
Banyan Partners Fund III, L.P. 158,223,822 158,223,822 158,223,822 158,223,822 8.2% 5.9% 0.9%
Banyan Partners Fund III-A, L.P. 27,272,003 27,272,003 27,272,003 27,272,003 1.4% 1.0% 0.2%
Banyan Partners III Ltd. (2) 0 185,495,825 185,495,825 185,495,825 9.6% 6.9% 1.1%

 

(1)Represents the number of shares beneficially owned by the Reporting Persons as of December 31, 2022.

(2)Banyan Partners III Ltd. is the general partner of Banyan Partners Fund III, L.P. and Banyan Partners Fund III-A, L.P., and as such, may exercise voting and dispositive power over the shares held by Banyan Partners Fund III, L.P. and Banyan Partners Fund III-A, L.P.

(3)The Reporting Persons in the aggregate beneficially own 9.6% of the outstanding Class A ordinary shares, 6.9% of the total outstanding ordinary shares and 1.1% of the aggregate voting power. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. In addition, Banyan Partners Fund III, L.P. disclaims beneficial ownership over the shares reported herein directly held by Banyan Partners Fund III-A, L.P.; and Banyan Partners Fund III-A, L.P. disclaims beneficial ownership over the shares reported herein directly held by Banyan Partners Fund III, L.P. Each of the Reporting Persons may be deemed to beneficially own the percentage of Class A ordinary shares listed above which is calculated based on 1,938,303,919 outstanding Class A ordinary shares as reported in the Issuer’s 20-F Filing. Each of the Reporting Persons may be deemed to beneficially own the percentage of the total ordinary shares listed above which is calculated based on 1,938,303,919 outstanding Class A ordinary shares and 758,869,844 outstanding Class B ordinary shares as reported in the Issuer’s 20-F Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes. Accordingly, and based on the foregoing, each of the Reporting Persons may be deemed to beneficially own the percentage of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer listed above. Each ordinary share (Class A ordinary share or Class B ordinary share) has a par value of US$0.00001.

 

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 o.
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
   
Not applicable.

 

Exhibits:

 

Exhibit I: Joint Filing Agreement by and among Banyan Partners Fund III, L.P., Banyan Partners Fund III-A, L.P. and Banyan Partners III Ltd (incorporated by reference to Exhibit I to the Schedule 13G filed with the U.S. Securities and Exchange Commission by the Reporting Persons on February 10, 2021).

 

 

 

 

 

SIGNATURES

 

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 13, 2023

 

 

Banyan Partners Fund III, L.P. 

By: Banyan Partners III Ltd.  
     
By: /s/ Peter Wong  
Name: Peter Wong  
Title: Authorized Signatory  

 

 

Banyan Partners Fund III-A, L.P.

By: Banyan Partners III Ltd.  
     
By: /s/ Peter Wong  
Name: Peter Wong  
Title: Authorized Signatory  

 

 

Banyan Partners III Ltd.

 

By: /s/ Peter Wong  
Name: Peter Wong  
Title: Authorized Signatory  

 

 

 

 

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