SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Autohome Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.01 per share
(Title of Class of Securities)
05278C 107
(CUSIP Number)
Suite 6211-12, 62nd Floor, The Center,
99 Queen's Road, Central, Hong Kong
Attention: Gabriel Li
Telephone: +852 2115-8810
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 18, 2014
(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 Rule
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 disclosures
provided in a prior cover page.
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. 05278C 107
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Gabriel Li
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ?
(b) ?
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
N/A
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)??
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
SOLE VOTING POWER
None
(8)
SHARED VOTING POWER
3,111,531*
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
3,111,531*
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,111,531*
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
?
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.95% (based on 105,136,436 shares outstanding on December 31, 2013)
(14)
TYPE OF REPORTING PERSON
IN
_______________
* Represents 3,111,531 Class A ordinary shares held by Orchid Asia
Co-Investment Limited.
CUSIP No. 05278C 107
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Orchid Asia III, L.P.
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ?
(b) ?
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
OO
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)??
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
SOLE VOTING POWER
None
(8)
SHARED VOTING POWER
None
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
None
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
?
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
(14)
TYPE OF REPORTING PERSON
PN
CUSIP No. 05278C 107
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Orchid Asia Co-Investment Limited
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ?
(b) ?
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
OO
(5)
CHECK 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
None
(8)
SHARED VOTING POWER
3,111,531
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
3,111,531
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,111,531
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
?
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.95% (based on 105,136,436 shares outstanding on December 31, 2013)
(14)
TYPE OF REPORTING PERSON
CO
CUSIP No. 05278C 107
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
OAIII Holdings, L.P.
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ?
(b) ?
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
N/A
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)??
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
SOLE VOTING POWER
None
(8)
SHARED VOTING POWER
None
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
None
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
?
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
(14)
TYPE OF REPORTING PERSON
HC
CUSIP No. 05278C 107
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Orchid Asia Group Management, Limited
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ?
(b) ?
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
N/A
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)??
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
SOLE VOTING POWER
None
(8)
SHARED VOTING POWER
None
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
None
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
?
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
(14)
TYPE OF REPORTING PERSON
HC
CUSIP No. 05278C 107
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Orchid Asia Group, Limited
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ?
(b) ?
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
N/A
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)??
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
SOLE VOTING POWER
None
(8)
SHARED VOTING POWER
None
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
None
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
?
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
(14)
TYPE OF REPORTING PERSON
HC
CUSIP No. 05278C 107
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
YM Investment Limited
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ?
(b) ?
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
N/A
(5)
CHECK 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
None
(8)
SHARED VOTING POWER
3,111,531*
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
3,111,531*
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,111,531*
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
?
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.95% (based on 105,136,436 shares outstanding on December 31, 2013)
(14)
TYPE OF REPORTING PERSON
HC
_______________
* Represents 3,111,531 Class A ordinary shares held by Orchid Asia
Co-Investment Limited.
CUSIP No. 05278C 107
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Managecorp Limited
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ?
(b) ?
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
N/A
(5)
CHECK 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
None
(8)
SHARED VOTING POWER
3,111,531*
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
3,111,531*
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,111,531*
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
?
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.95% (based on 105,136,436 shares outstanding on December 31, 2013)
(14)
TYPE OF REPORTING PERSON
HC
_______________
* Represents 3,111,531 Class A ordinary shares held by Orchid Asia
Co-Investment Limited.
CUSIP No. 05278C 107
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Lam Lai Ming
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ?
(b) ?
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
N/A
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)??
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
SOLE VOTING POWER
None
(8)
SHARED VOTING POWER
3,111,531*
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
3,111,531*
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,111,531*
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
?
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.95% (based on 1105,136,436 shares outstanding on December 31, 2013)
(14)
TYPE OF REPORTING PERSON
IN
_______________
* Represents 3,111,531 Class A ordinary shares held by Orchid Asia
Co-Investment Limited.
Item 1. Security and Issuer.
This constitutes Amendment No. 2 to the Statement on Schedule 13D,
dated January 21, 2014 relating to the Class A
ordinary shares, par value $0.01 per share, of Autohome Inc., a
Cayman Islands company (the "Issuer"), whose principal
executive offices are located at 10th Floor Tower B, CEC Plaza, 3
Dan Ling Street, Haidian District, Beijing, 100080,
China. As a result of the transactions disclosed herein, the
Reporting Persons (as hereinafter defined) own less than 5%
of the Issuer's securities and therefore terminate their obligation
to file further amendments to this Schedule 13D.
Item 2. Identify and Background.
(a) This is being jointly filed by the following persons (collectively,
the "Reporting Persons" and each a "Reporting
Person"): (i) Mr. Gabriel Li; (ii) Orchid Asia III, L.P., a Cayman
Islands exempted limited partnership; (iii) Orchid Asia
Co-Investment Limited, a British Virgin Islands company;
(iv) OAIII Holdings, L.P., a Cayman Islands exempted limited
partnership; (v) Orchid Asia Group Management, Ltd., a Cayman
Islands exempted company; (vi) Orchid Asia Group,
Limited, a Cayman Islands exempted company; (vii) YM Investment Limited,
a British Virgin Islands company; (viii)
Managecorp Limited, a British Virgin Islands company; and (viiii)
Ms. Lam Lai Ming, a citizen of Hong Kong.
The Reporting Persons may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Act. This
Amendment to the Schedule 13D shall not be construed as an admission
that the Reporting Persons are a group, or have
agreed to act as a group. Each Reporting Person expressly disclaims
beneficial ownership in the securities reported
herein except to the extent such Reporting Person actually exercises
voting or dispositive power with respect to such
securities.
(b) Residence or Business Address:
The principal business office of Orchid Asia III, L.P., Orchid Asia
Co-Investment Limited, OAIII Holdings, L.P., Orchid
Asia Group Management, Ltd., Orchid Asia Group, Limited, YM
Investment Limited is:
Suite 6211-12, 62nd Floor
The Center
99 Queen's Road
Central, Hong Kong
The principal business office of Managecorp Limited is:
Portcullis TrustNet Chambers
P.O. Box 3444, Road Town
Tortola, British Virgin Islands
The residential address of Mr. Gabriel Li and Ms. Lam Lai Ming is:
Flat A on 43 Floor of South Tower 8,
Resident Bel-Air, Island South, 3
8 Bel-Air Avenue, Hong Kong
(c) Mr. Gabriel Li is one of the directors of the Issuer. Mr. Gabriel
Li is the sole director of Orchid Asia Group
Management, Limited, which serves as the investment manager of Orchid
Asia III, L.P. Mr. Gabriel Li is also the sole
director of Orchid Asia III Co-Investment, Limited.
Orchid Asia III, L.P. and Orchid Asia Co-Investment Limited are part
of Orchid Asia Group, Limited, an investment
complex that focuses on companies in Asia and China in particular.
OAIII Holdings, L.P. is the general partner of
Orchid Asia III, L.P. Orchid Asia Group Management Ltd. is the general
partner of OAIII Holdings, L.P. which is in turn
a wholly-owned subsidiary of Orchid Asia Group, Limited. Orchid Asia
Group Management, Limited, is also the
investment manager of Orchid Asia III, L.P.
YM Investment Limited is the controlling shareholder of Orchid Asia
Group, Limited, and is wholly-owned by The Li
2007 Family Trust. The Li 2007 Family Trust is a revocable trust
established under the laws of the British Virgin Islands
with Ms. Lam Lai Ming as the settlor, Managecorp as trustee and Ms.
Lam Lai Ming and her family members the
beneficiaries. YM Investment Limited is also controlling shareholder
of Orchid Asia Co-Investment Limited.
(d) None of the Reporting Persons have, during the last five years,
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the of the Reporting Persons have, during the last five
years, been 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.
(f) The place of organization of Orchid Asia III, L.P., OAIII Holdings,
L.P. Orchid Asia Group Management, Limited,
and Orchid Asia Group, Limited is Cayman Islands. The place of
organization of Orchid Asia Co-Investment Limited,
YM Investment Limited and Managecorp Limited is the British Virgin
Islands. The citizenship of Mr. Gabriel Li and
Ms. Lam Lai Ming is Hong Kong.
Item 3. Source and Amount of Funds or Other Considerations.
From September 9 to September 18, 2014, all 4,684,532 American Depositary
Shares, each representing one Class A
ordinary share of the Issuer, held by Orchid Asia III, L.P. were
distributed in kind to its partners. As of the date hereof,
Orchid Asia III, L.P. does not own any Class A ordinary shares of the
Issuer.
From September 10, 2014 to September 18, 2014, Orchid Asia Co-Investment
Limited disposed 3,020,424 American
Depositary Shares, each representing one Class A ordinary share of the
Issuer, at an average price of $45.22 per
American Depositary Share, pursuant to and in accordance with Rule 144
promulgated under the Securities Act of 1933,
as amended.
Item 4. Purpose of Transaction.
The Reporting Persons have no present plans or proposals that relate
to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting
Persons do, however, reserve the right in the
future to adopt such plans or proposals subject to compliance with
applicable regulatory requirements.
Item 5. Interest in Securities of Issuer.
(a) As a result of the transactions disclosed herein, the Reporting
Persons own less than 5% of the Issuer's securities and
therefore terminate their obligation to file further amendments to
this Schedule 13D.
(b) The number of Class A ordinary shares as to which each of the
Reporting Persons has sole or shared power to vote,
direct the vote, dispose or direct the disposition are as set forth
in rows seven through ten of the cover pages hereof. The
information set forth in Item 2 is hereby incorporated by reference
into this Item 5(b).
(c) Except as set forth in Item 3 above, the Reporting Persons have
not effected any transaction in the Class A ordinary
shares of the Issuer during the past 60 days.
(d) As a result of the transactions disclosed herein, the Reporting
Persons own less than 5% of the Issuer's securities and
therefore terminate their obligation to file further amendments to
this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangement, Understandings or Relationship With
Respect to Securities of the Issuer.
The information set forth and/or incorporated by reference in Items
2, 3, 4 and 5 is hereby incorporated by reference into
this Item 6.
As a result of the transactions disclosed herein, the Reporting
Persons own less than 5% of the Issuer's securities and
therefore terminate their obligation to file further amendments to
this Schedule 13D..
Item 7. Material to Be Filed as Exhibits.
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.
Date: October 9, 2014
By:
/s/ Gabriel Li
Name:
Gabriel Li
Orchid Asia III, L.P.
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Signatory
OAIII Holdings, L.P.
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Signatory
Orchid Asia Group Management, Limited
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
Orchid Asia Co-Investment Limited
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
Orchid Asia Group, Limited
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
YM Investment Limited
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
Managecorp Limited
By:
/s/ Ronnie Summers
Name:
Ronnie Summers
Title:
Authorized Signatory
By:
/s/ Lam Lai Ming
Name:
Lam Lai Ming
Title:
Settlor of The Li 2007 Family Trust
-14-