Form SC 13D Zhihu Inc. Filed by: ACCESS INDUSTRIES MANAGEMENT, LLC
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Zhihu, Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.000125 per share
(Title of Class of Securities)
98955N108*
(CUSIP Number)
Alejandro Moreno
Langhorne S. Perrow
c/o Access Industries, Inc.
40 West 57th Street, 28th Floor
New York, New York 10019
(212) 247-6400
with copies to:
Matthew E. Kaplan
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 5, 2022
(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
* | There is no CUSIP number assigned to the Class A Ordinary Shares, par value US$0.000125 per share (Class A Ordinary Shares). CUSIP number 98955N108 has been assigned to the American Depositary Shares (ADSs) of Zhihu Inc. (the Issuer), which are quoted on the New York Stock Exchange under the symbol ZH. Each two ADSs represent one Class A Ordinary Share. |
CUSIP No. 98955N108
1 |
NAME OF REPORTING PERSON.
AI Knowledge LLC | |||||
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)
AF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
16,678,982.5 shares | ||||
8 | SHARED VOTING POWER
0 shares | |||||
9 | SOLE DISPOSITIVE POWER
16,678,982.5 shares | |||||
10 | SHARED DISPOSITIVE POWER
0 shares |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,678,982.5 shares | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
5.61%(1) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) |
(1) | Based on 297,516,840 Class A ordinary shares outstanding, as of April 14, 2022, as reported in the Issuers Prospectus filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on April 14, 2022, and after giving effect to the Issuers offering of Class A ordinary shares. |
CUSIP No. 98955N108
1 |
NAME OF REPORTING PERSON.
Access Industries Management, LLC | |||||
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)
AF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares | ||||
8 | SHARED VOTING POWER
16,678,982.5 shares | |||||
9 | SOLE DISPOSITIVE POWER
0 shares | |||||
10 | SHARED DISPOSITIVE POWER
16,678,982.5 shares |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,678,982.5 shares | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
5.61%(1) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) |
(1) | Based on 297,516,840 Class A ordinary shares outstanding, as of April 14, 2022, as reported in the Issuers Prospectus filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on April 14, 2022, and after giving effect to the Issuers offering of Class A ordinary shares. |
CUSIP No. 98955N108
1 |
NAME OF REPORTING PERSON.
Len Blavatnik | |||||
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)
AF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares | ||||
8 | SHARED VOTING POWER
16,678,982.5 shares | |||||
9 | SOLE DISPOSITIVE POWER
0 shares | |||||
10 | SHARED DISPOSITIVE POWER
16,678,982.5 shares |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,678,982.5 shares | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
5.61%(1) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(1) | Based on 297,516,840 Class A ordinary shares outstanding, as of April 14, 2022, as reported in the Issuers Prospectus filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on April 14, 2022, and after giving effect to the Issuers offering of Class A ordinary shares. |
CONTINUATION PAGES TO SCHEDULE 13D
This Schedule 13D is being filed by AI Knowledge LLC (AIK), Access Industries Management, LLC (AIM) and Len Blavatnik (collectively, the Reporting Persons, and each, a Reporting Person), in respect of the Class A ordinary shares, par value $0.000125 per share (the Common Shares), of Zhihu, Inc. (the Issuer). The ADSs of the Issuer are listed on the New York Stock Exchange under the symbol ZH. Two ADSs represent one Class A ordinary share.
Item 1 Security and Issuer
This Schedule 13D relates to the Common Shares of the Issuer. The address of the Issuers principal executive office is: A5 Xueyuan Road, Haidian District, Beijing, Peoples Republic of China 100083.
Item 2 Identity and Background
Name |
Address of Business/Principal Office |
Principal Business/Occupation |
Jurisdiction of | |||
AI Knowledge LLC | c/o Access Industries, Inc. 40 West 57th Street, 28th Fl. New York, NY 10019 |
Holding company for a strategic investment | Delaware | |||
Access Industries Management, LLC | c/o Access Industries, Inc. 40 West 57th Street, 28th Fl. New York, NY 10019 |
Manager of holdings of strategic investments in a variety of indusftries worldwide | Delaware | |||
Len Blavatnik | c/o Access Industries, Inc. 40 West 57th Street, 28th Fl. New York, NY 10019 |
Chairman of Access Industries, Inc., the principal business of which is holding strategic investments in a variety of industries worldwide | United States of America |
The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is filed as Exhibit 99.1 hereto.
None of the Reporting Persons has, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) 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.
Item 3 Source and Amount of Funds or Other Considerations
On March 26, 2021, AIK purchased 4,600,000 ADSs (representing 2,300,000 Common Shares) in the Issuers initial public offering on the New York Stock Exchange at the public offering price of $9.50 per share. AIK funded this purchase using capital contributed from affiliated entities, which funded that capital using cash on hand.
Between March 26, 2021 and April 26, 2021, AIK purchased 9,310,501 ADSs (representing 4,655,250.5 Common Shares) for an aggregate purchase price of $79,737,717.80, at prices and on the dates set forth in Schedule A hereto. AIK funded these purchases using capital contributed from affiliated entities, which funded that capital using cash on hand.
On April 22, 2022, AIK purchased 5,900,000 Common Shares in the Issuers initial public offering on the Hong Kong Stock Exchange at the public offering price of HK$32.06 per share. AIK funded this purchase using capital contributed from affiliated entities, which funded that capital using cash on hand.
Between April 25, 2022 and May 11, 2022, AIK purchased 7,618,664 ADSs (representing 3,809,332 Common Shares) and 14,400 Common Shares for an aggregate purchase price of $11,618,027.19, at prices and on the dates set forth in Schedule A hereto. AIK funded these purchases using capital contributed from affiliated entities, which funded that capital using cash on hand.
Item 4 Purpose of Transaction
The Reporting Persons who hold Common Shares directly acquired those securities as an investment in the regular course of their businesses. The Reporting Persons and their affiliated individuals may from time to time engage in discussions with management, the Issuers board of directors, other stockholders of the Issuer and other relevant parties concerning the business, capital allocation, operations, board composition, management, strategy and future plans of the Issuer. Affiliated individuals of the Reporting Persons have met with, and intend to continue to discuss with, members of management of the Issuer regarding various initiatives that the Reporting Persons believe can generate shareholder value, such as the Issuers capital allocation strategies, including share repurchases, and corporate governance, including composition of the Issuers board of directors. As part of those discussions, the Reporting Persons and the Issuer may discuss the addition of directors affiliated with the Reporting Persons, among other potential candidates. The Reporting Persons intend to re-examine their investment from time to time and, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Persons deem material, the Reporting Persons may from time to time acquire additional Common Shares in the open market, block trades, negotiated transactions, or otherwise and may also dispose of all or a portion of the Issuers securities, in open market or privately negotiated transactions, and/or enter into derivative transactions with institutional counterparties with respect to the Issuers securities, in each case, subject to limitations under applicable law. The Reporting Persons have not yet determined which, if any, of the above courses of action they may ultimately take. The Reporting Persons future actions with regard to the Issuer are dependent on their evaluation of the factors listed above, circumstances affecting the Issuer in the future, including prospects of the Issuer, general market and economic conditions and other factors deemed relevant. The Reporting Persons reserve the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above or otherwise.
Item 5 Interest in Securities of the Issuer
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Shares (including but not limited to footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Common Shares as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.
21,529,165 ADSs (representing 10,764,582.5 Common Shares) and 5,914,400 Common Shares are owned directly by AIK and may be deemed to be beneficially owned by AIM and Mr. Blavatnik because (i) AIM controls AIK and (ii) Mr. Blavatnik controls AIM. Each of the Reporting Persons (other than AIK), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
(c) The following transactions in the Issuers securities have been effected by Reporting Persons within the 60 days prior to this filing:
The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Joint Filing Agreement
A Joint Filing Agreement, dated May 16, 2022, by and among the Reporting Persons has been executed by the Reporting Persons, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7 Materials to Be Filed as Exhibits
Exhibit | Description | |
99.1 | Joint Filing Agreement, dated as of May 16, 2022. | |
99.2 | Limited Power of Attorney. |
Schedule A
Date |
Transaction | Security | No. of Shares | Weighted Average Purchase Price |
||||||||||
Mar. 26, 2021 |
Open market purchase | ADS | 1,726,782 | US$ 8.1517 | ||||||||||
Mar. 27, 2021 |
Open market purchase | ADS | 3,243,000 | US$ 7.9695 | ||||||||||
Apr. 13, 2021 |
Open market purchase | ADS | 655,386 | US$ 8.2258 | ||||||||||
Apr. 14, 2021 |
Open market purchase | ADS | 395,528 | US$ 8.5922 | ||||||||||
Apr. 15, 2021 |
Open market purchase | ADS | 794,435 | US$ 8.8264 | ||||||||||
Apr. 16, 2021 |
Open market purchase | ADS | 851,820 | US$ 9.4385 | ||||||||||
Apr. 19, 2021 |
Open market purchase | ADS | 340,810 | US$ 9.4929 | ||||||||||
Apr. 20, 2021 |
Open market purchase | ADS | 273,005 | US$ 9.2319 | ||||||||||
Apr. 21, 2021 |
Open market purchase | ADS | 468,393 | US$ 9.6164 | ||||||||||
Apr. 22, 2021 |
Open market purchase | ADS | 181,342 | US$ 9.5290 | ||||||||||
Apr. 23, 2021 |
Open market purchase | ADS | 300,000 | US$ 10.5117 | ||||||||||
Apr. 26, 2021 |
Open market purchase | ADS | 80,000 | US$ 10.4198 | ||||||||||
Apr. 25, 2022 |
Open market purchase | ADS | 488,066 | US$ 1.4970 |
Apr. 26, 2022 |
Open market purchase | Common Shares | 14,400 | HK$ | 23.3726 | |||||||||
Apr. 26, 2022 |
Open market purchase | ADS | 1,603,864 | US$ | 1.5153 | |||||||||
Apr. 27, 2022 |
Open market purchase | ADS | 248,000 | US$ | 1.5462 | |||||||||
Apr. 28, 2022 |
Open market purchase | ADS | 1,195,749 | US$ | 1.5466 | |||||||||
Apr. 29, 2022 |
Open market purchase | ADS | 178,707 | US$ | 1.5497 | |||||||||
May 2, 2022 |
Open market purchase | ADS | 49,468 | US$ | 1.5446 | |||||||||
May 5, 2022 |
Open market purchase | ADS | 2,000,000 | US$ | 1.6390 | |||||||||
May 6, 2022 |
Open market purchase | ADS | 548,000 | US$ | 1.5239 | |||||||||
May 9, 2022 |
Open market purchase | ADS | 752,877 | US$ | 1.3278 | |||||||||
May 11, 2022 |
Open market purchase | ADS | 553,933 | US$ | 1.2905 |
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: May 16, 2022
AI KNOWLEDGE LLC | By: Access Industries Management, LLC, its Manager | |||||
/s/ Alejandro Moreno | ||||||
Name: Alejandro Moreno | ||||||
Title: Executive Vice President | ||||||
ACCESS INDUSTRIES MANAGEMENT, LLC | /s/ Alejandro Moreno | |||||
Name: Alejandro Moreno | ||||||
Title: Executive Vice President | ||||||
/s/ * | ||||||
Name: Leonard Blavatnik |
* | The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith. |
By: | /s/ Alejandro Moreno | |
Name: Alejandro Moreno | ||
Attorney-in-Fact |
Exhibit 99.1
Joint Filing Agreement
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D (and any amendments thereto) with respect to the Common Shares owned by each of them, of Zhihu, Inc., a corporation incorporated under the laws of the State of Delaware. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 16th day of May, 2022.
AI KNOWLEDGE LLC | By: Access Industries Management, LLC, its Manager | |||||
/s/ Alejandro Moreno | ||||||
Name: Alejandro Moreno | ||||||
Title: Executive Vice President | ||||||
ACCESS INDUSTRIES MANAGEMENT, LLC | /s/ Alejandro Moreno | |||||
Name: Alejandro Moreno | ||||||
Title: Executive Vice President | ||||||
/s/ * | ||||||
Name: Len Blavatnik |
* | The undersigned, by signing his name hereto, executes this Joint Filing Agreement pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith. |
By: | /s/ Alejandro Moreno | |
Name: Alejandro Moreno | ||
Attorney-in-Fact |
Exhibit 99.2
LIMITED POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Lincoln Benet and Alejandro Moreno, and each of them individually, the undersigneds true and lawful attorney-in-fact to:
| execute for and on behalf of the undersigned, in the undersigneds capacity as a beneficial owner of Zhihu, Inc. (the Company), (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) and the rules thereunder (a Section 16 Form), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder, including all amendments thereto (a Section 13 Schedule), (iii) a Form ID Application, Passphrase Update Application and/or request to convert from paper only to electronic filer with the US Securities and Exchange Commission and to obtain access codes to file on EDGAR and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a Form ID, and, together with a Section 13 Schedule and Section 16 Form, the Forms and Schedules) and (iv) any Joint Filing Agreement or similar agreement with respect to the filing of any of the Forms or Schedules in (i) through (iii) above; |
| do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and |
| take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. |
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
The Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigneds holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
From and after the date hereof, any Limited Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of April 29, 2022.
LEONARD BLAVATNIK |
/s/ Leonard Blavatnik |
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