Type of Reporting Person. Please clas- sify each ‘‘reporting person’’ according to the following breakdown and place the ap- propriate symbol (or symbols, i.e., if more than one is applicable, insert all applicable symbols) on the form: Category Symbol Broker Dealer ...................................................... BD Bank ..................................................................... BK Insurance Company ............................................ IC Investment Company ........................................... IV Investment Adviser .............................................. IA Employee Benefit Plan or Endowment Fund ...... EP Parent Holding Company/Control Person ........... HC Savings Association ............................................ SA Church Plan ......................................................... CP Corporation .......................................................... CO Partnership .......................................................... PN Individual .............................................................. IN Other .................................................................... OO NOTES: Attach as many copies of the sec- ond part of the cover page as are needed, one reporting person per page. Filing persons may, in order to avoid un- necessary duplication, answer items on the schedules (Schedule 13D, 13G or TO) by ap- propriate cross references to an item or items on the cover page(s). This approach may only be used where the cover page item or items provide all the disclosure required by the schedule item. Moreover, such a use of a cover page item will result in the item becoming a part of the schedule and accord- ingly being considered as ‘‘filed’’ for pur- poses of section 18 of the Securities Ex- change Act or otherwise subject to the liabil- ities of that section of the Act. Reporting persons may comply with their cover page filing requirements by filing ei- ther completed copies of the blank forms available from the Commission, printed or typed facsimiles, or computer printed fac- similes, provided the documents filed have identical formats to the forms prescribed in the Commission’s regulations and meet ex- isting Securities Exchange Act rules as to such matters as clarity and size (Securities Exchange Act Rule 12b–12). Special Instructions for Complying With Schedule 13D Under sections 13(d) and 23 of the Securi- ties Exchange Act of 1934 and the rules and regulations thereunder, the Commission is
Type of Reporting Person. (See Instructions) CO 1 The Reporting Persons are deemed to beneficially own 142,259,649 Class A ordinary shares, par value US$0.01 per share, of the Issuer (“Class A Ordinary Shares”) based on beneficial ownership of: (i) 10,000,000 American Depositary Shares (“ADSs”) representing a total of 10,000,000 Class A Ordinary Shares, (ii) 94,075,249 Class B ordinary shares, par value US$0.01 per share, of the Issuer (“Class B Ordinary Shares”), which are convertible into the same number of Class A Ordinary Shares at any time at the option of the holder thereof, (iii) US$100,000,000 1.75% Convertible Senior Notes Due 2024 (“2024 Convertible Notes”), which are convertible into 14,184,400 ADSs representing a total of 14,184,400 Class A Ordinary Shares at any time at the option of the holder thereof, and (iv) US$150,000,000 4.5% Convertible Senior Notes Due 2025 (“2025 Convertible Notes”), which will be convertible into 24,000,000 Class A Ordinary Shares (or in the form of ADSs) at any time after 30 consecutive trading days after May 27, 2020 at the option of the holder thereof, subject to the adjustment as provided under the 2025 Convertible Notes that if 125% of the volume- weighted average closing sale price per Class A Ordinary Share for 30 consecutive trading days after May 27, 2020 (“VWAP”) is lower than US$6.25, then the 2025 Convertible Notes will be convertible into an amount of Class A Ordinary Shares (or in the form of ADSs) equal to the quotient of US$150,000,000 divided by 125% of the VWAP. 2 This percentage is calculated based upon 382,908,101 total issued and outstanding Class A Ordinary Shares, as reported in the Issuer’s Form 20-F filed on April 17, 2020, assuming conversion of all 94,075,249 Class B Ordinary Shares held by the Reporting Persons into the same number of Class A Ordinary Shares, assuming conversion of all of the 2024 Convertible Notes held by the Reporting Persons into 14,184,400 ADSs representing the same amount of Class A Ordinary Shares, and assuming conversion of all of the 2025 Convertible Notes held by the Reporting Persons into 24,000,000 Class A Ordinary Shares (using US$6.25 as the conversion price based on the assumption that 125% of the VWAP is not lower than US$6.25). 3 This percentage is calculated based upon 430,698,799 ordinary shares of the Issuer issued and outstanding as reported in the Issuer’s Form 20-F filed on April 17, 2020, comprised of (i) 250,648,452 Class A Ordinary Shares, (ii) 94,075,249 Class B Ordinary S...
Type of Reporting Person. (See Instructions) CO 10 The Reporting Person is deemed to beneficially own 18,243,557 Class A Ordinary Shares based on beneficial ownership of 18,243,557 Class B Ordinary Shares, which are convertible into the same number of Class A Ordinary Shares at any time at the option of the holder thereof. 11 This percentage is calculated based upon 268,892,009 total issued and outstanding Class A Ordinary Shares, as reported in the Issuer’s Form 20- F filed on April 17, 2020, assuming conversion of all 18,243,557 Class B Ordinary Shares held by the Reporting Person into the same number of Class A Ordinary Shares. 12 This percentage is calculated based upon 392,514,399 ordinary shares of the Issuer issued and outstanding as reported in the Issuer’s Form 20-F filed on April 17, 2020, comprised of (i) 250,648,452 Class A Ordinary Shares, (ii) 94,075,249 Class B Ordinary Shares, and (iii) 47,790,698 Class C Ordinary Shares. CUSIP No. 00000X000 SCHEDULE 13D Page 6 of 11 1. Names of Reporting Persons. Cainiao Smart Logistics Network Limited
