Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 10)*
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JD.com, Inc. (Name of Issuer) |
Ordinary Shares, par value of $0.00002 per share (Title of Class of Securities) |
47215P106 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 47215P106 |
| 1 | Names of Reporting Persons
Richard Qiangdong Liu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
362,313,258.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
12.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 1. The 362,313,258 shares beneficially owned with sole voting power include 16,707,928 shares beneficially owned by Fortune Rising Holdings Limited, which holds and administers these shares for the benefit of employees of the Issuer under the Issuer's share incentive plans (excluding Mr. Richard Qiangdong Liu himself). Mr. Liu can exercise the voting power with respect to these shares on behalf of Fortune Rising Holdings Limited, but does not have any economic interest in these shares. 2. The voting power of the shares beneficially owned represent 71.8% of the total outstanding voting power of the Issuer. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer's holders of Class A ordinary shares and Class B ordinary shares as a single class as of March 31, 2025 (taking into account the number of shares that the Reporting Person had the right to acquire upon exercise of options that shall have become vested by 60 days after March 31, 2025). Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B Shares is entitled to twenty votes per share on all matters submitted to them for a vote. 3. During the first quarter of 2025, Fortune Rising Holdings Limited sold an aggregate of 208,945 ADSs in the open market on behalf of certain employees of the Issuer (which do not include Mr. Richard Qiangdong Liu). Fortune Rising Holdings Limited holds the Class B ordinary shares of the Issuer for the purpose of transferring such shares to the plan participants according to awards granted by the Issuer under the Issuer's share incentive plans, and administers the awards and acts according to the Issuer's instructions. However, the logistical procedures relating to the conversion of 417,890 Class B ordinary shares held by Fortune Rising Holdings Limited into 208,945 ADSs had not been completed as of March 31, 2025. Assuming such logistics had been completed as of March 31, 2025, Mr. Liu would have beneficially owned a total of 361,895,368 ordinary shares, representing 12.5% of the total outstanding ordinary shares of the Issuer, and the voting power of the shares beneficially owned represented 7
1.8% of the total outstanding voting power.
SCHEDULE 13G
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| CUSIP No. | 47215P106 |
| 1 | Names of Reporting Persons
Max Smart Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
328,605,330.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: 1. The voting power of the shares beneficially owned represent 68.1% of the total outstanding voting power of the Issuer. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer's holders of Class A ordinary shares and Class B ordinary shares as a single class as of March 31, 2025. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B Shares is entitled to twenty votes per share on all matters submitted to them for a vote.
SCHEDULE 13G
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| CUSIP No. | 47215P106 |
| 1 | Names of Reporting Persons
Fortune Rising Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,707,928.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: 1. Fortune Rising Holdings Limited, a British Virgin Islands company, holds and administers the Class B ordinary shares of the Issuer for the benefit of plan participants under the Issuer's share incentive plans (excluding Mr. Richard Qiangdong Liu himself), such as transferring such shares to the plan participants according to awards granted by the Issuer under the Issuer's share incentive plans, and administers the awards and acts according to the Issuer's instructions. 2. The voting power of the shares beneficially owned represent 3.7% of the total outstanding voting power of the Issuer. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer's holders of Class A ordinary shares and Class B ordinary shares as a single class as of March 31, 2025. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B Shares is entitled to twenty votes per share on all matters submitted to them for a vote. 3. During the first quarter of 2025, Fortune Rising Holdings Limited sold an aggregate of 208,945 ADSs in the open market on behalf of certain employees of the Issuer (which do not include Mr. Richard Qiangdong Liu). Fortune Rising Holdings Limited holds the Class B ordinary shares of the Issuer for the purpose of transferring such shares to the plan participants according to awards granted by the Issuer under the Issuer's share incentive plans, and administers the awards and acts according to the Issuer's instructions. However, the logistical procedures relating to the conversion of 417,890 Class B ordinary shares held by Fortune Rising Holdings Limited into 208,945 ADSs had not been completed as of March 31, 2025. Assuming such logistics had been completed as of March 31, 2025, Fortune Rising Holdings Limited would have beneficially owned a total of 16,290,038 Class B ordinary shares, representing 0.6% of the total outstanding ordinary shares of the Issuer, and the voting power of the shares beneficially owned represented 3.6% of the total outstanding voting power.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
JD.com, Inc. | |
| (b) | Address of issuer's principal executive offices:
20/F, Build A, No.18 Kechuang 11 St, Yizhuang Eco&Tech Dev Zone, Daxing Dis, Beijing 101111, People's Republic of China | |
| Item 2. | ||
| (a) | Name of person filing:
Richard Qiangdong Liu Max Smart Limited Fortune Rising Holdings Limited | |
| (b) | Address or principal business office or, if none, residence:
Richard Qiangdong Liu: JD.com, Inc. 20th Floor, Building A No. 18 Kechuang 11 Street Yizhuang Economic and Technological Development Zone Daxing District, Beijing 101111 People's Republic of China Max Smart Limited: c/o Richard Qiangdong Liu JD.com, Inc. 20th Floor, Building A No. 18 Kechuang 11 Street Yizhuang Economic and Technological Development Zone Daxing District, Beijing 101111 People's Republic of China Fortune Rising Holdings Limited: c/o Richard Qiangdong Liu JD.com, Inc. 20th Floor, Building A No. 18 Kechuang 11 Street Yizhuang Economic and Technological Development Zone Daxing District, Beijing 101111 People's Republic of China | |
| (c) | Citizenship:
Richard Qiangdong Liu - People's Republic of China; Max Smart Limited - British Virgin Islands; Fortune Rising Holdings Limited - British Virgin Islands | |
| (d) | Title of class of securities:
Ordinary Shares, par value of $0.00002 per share | |
| (e) | CUSIP No.:
47215P106 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
362,313,258.
00 | |
| (b) | Percent of class:
12.5 %
| |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
362,313,258.00 | ||
| (ii) Shared power to vote or to direct the vote:
0.00 | ||
| (iii) Sole power to dispose or to direct the disposition of:
345,605,330.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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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.
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