Newswires
UNITED STATES
Washington, D.C. 20549
Up Fintech Holding Limited
Thomas Peterffy
IB Global Investments LLC
IBG LLC
Interactive Brokers Group, Inc.
IBG Holdings LLC
IBKR Member Holdings LLC
One Pickwick Plaza
Greenwich, CT 06830
October 8, 2024
Amendment to Beneficial Ownership Report – Form SC 13D/A
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
Amendment No. 1
Under the Securities Exchange Act of 1934
(Name of Issuer)
American Depository Shares, each representing 15 Class A ordinary shares
Class A ordinary shares, par value US$0.00001 per share*
* Not for trading but only in connection with the listing of the American Depository Shares
(Title of Class of Securities)
91531W106
(CUSIP Number)
(Name , Address and Telephone Number of Person
Authorized to Receive Notices and Communications )
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 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 Section 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 Number 91531W106
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|||
|
1.
|
Names of Reporting Person
|
||
|
|
|||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
(b) [ ]
|
|
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3.
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SEC Use Only
|
||
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4.
|
Source of Funds (See Instructions)
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||
|
OO
|
|||
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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[ ]
|
|
|
6.
|
Citizenship or Place of Organization
|
||
|
|
|||
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Number of
|
7.
|
Sole Voting Power
|
|
|
Shares
|
75,380,162
|
||
|
Beneficially
|
8.
|
Shared Voting Power
|
|
|
Owned by
|
Not applicable
|
||
|
Each
|
9.
|
|
|
|
Reporting
|
75,380,162
|
||
|
Person
|
10.
|
|
|
| With |
Not applicable
|
||
|
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
|
||
|
75,380,162
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|||
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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[ ]
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
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||
|
3.1%
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|||
|
14.
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Type of Reporting Person (See Instructions)
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||
|
OO
|
1
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CUSIP Number 91531W106
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|||
|
1.
|
Names of Reporting Person
|
||
|
|
|||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
(b) [ ]
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|
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3.
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SEC Use Only
|
||
|
4.
|
Source of Funds (See Instructions)
|
||
|
OO
|
|||
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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[ ]
|
|
|
6.
|
Citizenship or Place of Organization
|
||
|
|
|||
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Number of
|
7.
|
Sole Voting Power
|
|
|
Shares
|
75,380,162
|
||
|
Beneficially
|
8.
|
Shared Voting Power
|
|
|
Owned by
|
Not applicable
|
||
|
Each
|
9.
|
|
|
|
Reporting
|
75,380,162
|
||
|
Person
|
10.
|
|
|
| With |
Not applicable
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||
|
75,380,162
|
|||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
[ ]
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
||
|
3.1%
|
|||
|
14.
|
Type of Reporting Person (See Instructions)
|
||
|
OO
|
2
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CUSIP Number 91531W106
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|||
|
1.
|
Names of Reporting Person
|
||
|
|
|||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) [ ]
(b) [ ]
|
|
|
3.
|
SEC Use Only
|
||
|
4.
|
Source of Funds (See Instructions)
|
||
|
OO
|
|||
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
[ ]
|
|
|
6.
|
Citizenship or Place of Organization
|
||
|
|
|||
|
Number of
|
7.
|
Sole Voting Power
|
|
|
Shares
|
75,380,162
|
||
|
Beneficially
|
8.
|
Shared Voting Power
|
|
|
Owned by
|
Not applicable
|
||
|
Each
|
9.
|
|
|
| Reporting |
75,380,162
|
||
|
Person
|
10.
|
|
|
| With |
Not applicable
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||
|
75,380,162
|
|||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
[ ]
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
||
|
3.1%
|
|||
|
14.
|
Type of Reporting Person (See Instructions)
|
||
|
CO
|
3
|
CUSIP Number 91531W106
|
|||
|
1.
|
Names of Reporting Person
|
||
|
|
|||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) [ ]
(b) [ ]
|
|
|
3.
|
SEC Use Only
|
||
|
4.
|
Source of Funds (See Instructions)
|
||
|
OO
|
|||
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
[ ]
|
|
|
6.
|
Citizenship or Place of Organization
|
||
|
|
|||
|
Number of
|
7.
|
Sole Voting Power
|
|
|
Shares
|
75,380,162
|
||
|
Beneficially
|
8.
|
Shared Voting Power
|
|
|
Owned by
|
Not applicable
|
||
| Each |
9.
|
|
|
|
Reporting
|
75,380,162
|
||
|
Person
|
10.
|
|
|
| With |
Not applicable
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||
|
75,380,162
|
|||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
[ ]
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
||
|
3.1%
|
|||
|
14.
|
Type of Reporting Person (See Instructions)
|
||
|
OO
|
4
|
CUSIP Number 91531W106
|
|||
|
1.
|
Names of Reporting Person
|
||
|
|
|||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) [ ]
(b) [ ]
|
|
|
3.
|
SEC Use Only
|
||
|
4.
|
Source of Funds (See Instructions)
|
||
|
OO
|
|||
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
[ ]
|
|
|
6.
|
Citizenship or Place of Organization
|
||
|
|
|||
|
Number of
|
7.
|
Sole Voting Power
|
|
|
Shares
|
75,380,162
|
||
|
Beneficially
|
8.
|
Shared Voting Power
|
|
|
Owned by
|
Not applicable
|
||
|
Each
|
9.
|
|
|
|
Reporting
|
75,380,162
|
||
|
Person
|
10.
|
|
|
| With |
Not applicable
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||
|
75,380,162
|
|||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
[ ]
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
||
|
3.1%
|
|||
|
14.
|
Type of Reporting Person (See Instructions)
|
||
|
OO
|
5
|
CUSIP Number 91531W106
|
|||
|
1.
|
Names of Reporting Person
|
||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) [ ]
(b) [ ]
|
|
|
3.
|
SEC Use Only
|
||
|
4.
|
Source of Funds (See Instructions)
|
||
|
OO
|
|||
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
[ ]
|
|
|
6.
|
Citizenship or Place of Organization
|
||
|
|
|||
|
Number of
|
7.
|
Sole Voting Power
|
|
|
Shares
|
75,380,162
|
||
|
Beneficially
|
8.
|
Shared Voting Power
|
|
|
Owned by
|
Not applicable
|
||
|
Each
|
9.
|
|
|
|
Reporting
|
75,380,162
|
||
|
Person
|
10.
|
|
|
| With |
Not applicable
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||
|
75,380,162
|
|||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
[ ]
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
||
|
3.1%
|
|||
|
14.
|
Type of Reporting Person (See Instructions)
|
||
|
OO
|
6
|
CUSIP Number 91531W106
|
|||
|
1.
|
Names of Reporting Person
|
||
|
|
|||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) [ ]
(b) [ ]
|
|
|
3.
|
SEC Use Only
|
||
|
4.
|
Source of Funds (See Instructions)
|
||
|
OO
|
|||
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
[ ]
|
|
|
6.
|
Citizenship or Place of Organization
|
||
|
|
|||
|
Number of
|
7.
|
Sole Voting Power
|
|
|
Shares
|
75,380,162
|
||
|
Beneficially
|
8.
|
Shared Voting Power
|
|
|
Owned by
|
Not applicable
|
||
|
Each
|
9.
|
|
|
|
Reporting
|
75,380,162
|
||
|
Person
|
10.
|
|
|
| With |
Not applicable
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||
|
75,380,162
|
|||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
[ ]
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
||
|
3.1%
|
|||
|
14.
|
Type of Reporting Person (See Instructions)
|
||
|
IN
|
7
Introductory Note: This Amendment No. 1 to the Schedule 13D (this "Amendment") filed by IB Global Investments LLC ("IBGI"), IBG LLC , Interactive Brokers Group, Inc. , IBG Holdings LLC , and IBKR Member Holdings LLC , and The Thomas Peterffy 2018 Revocable Trust (the "Reporting Persons") relates to the disposition of 5,025,344 American depository shares ("ADS") of Up Fintech Holding Limited (the "Company"). This Amendment amends and supplements the Schedule 13D filed on May 20, 2019 . Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background
The First paragraph of Item 2 is hereby amended and restated to read as follows:
(a) - (c) and (f). This statement is filed jointly by IB Global Investments LLC ("IBGI"), IBG LLC , Interactive Brokers Group, Inc. , IBG Holdings LLC , IBKR Member Holdings LLC , the Thomas Peterffy 2018 Revocable Trust and Thomas Peterffy (the "Reporting Persons").
|
•
|
IBGI is a
|
|
•
|
IBGI is wholly owned, directly and indirectly, by
|
|
•
|
|
|
•
|
|
|
•
|
|
|
•
|
|
The principal business address of all business entities listed above is One Pickwick Plaza , Greenwich, CT 06830. The business address of Mr. Peterffy and his revocable trust is 777 S. Flagler Drive , #1001 East, West Palm Beach, FL 33401.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented by adding the following paragraph:
IBGI sold beneficial ownership of the Class A ordinary shares, held through ADSs to which this Schedule relates, for capital and diversification reasons. As a result of this transaction, IBGI's ownership in the Company fell below the 5% threshold and will not file future amendments unless the required to do so.
Item 5. Interest in Securities of the Issuer
Paragraph (c) of Item 5 is hereby supplemented by adding the following language:
(c) The transactions in the Common Shares effected within the past sixty days by IBGI, which were all open market transactions, are set forth in Schedule A, and are incorporated herein by reference.
8
SIGNATURES
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:
|
IB GLOBAL INVESTMENTS LLC
|
|
|
|
||
|
|
||
|
|
||
|
IBKR MEMBER HOLDINGS LLC
|
||
|
THE
|
||
|
By:
|
/s/
|
|
|
|
||
|
Title: Duly Authorized
|
|
Dated:
|
/s/
|
|
|
|
||
Schedule A
This schedule sets forth the information with respect to the sale of American depository shares which were effectuated buy IBGI in the past sixty days.
|
Date
|
Security
|
Transaction
|
Amount
|
Weighted average
price ($)
|
||||
|
|
American depository shares
|
Sale
|
1,955,550
|
|
||||
|
|
American depository shares
|
Sale
|
3,069,794
|
|
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