Form SC 13D/A Vipshop Holdings Ltd Filed by: JD.com, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

VIPSHOP HOLDINGS LIMITED

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

92763W103

(CUSIP Number)

JD.com, Inc.

20th Floor, Building A, No. 18 Kechuang 11 Street

Yizhuang Economic and Technological Development Zone

Daxing District, Beijing 101111

The People’s Republic of China

+86 10 8911-8888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 27, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

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, as amended (the “Exchange 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. 92763W103

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CUSIP No. 92763W103

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CUSIP No. 92763W103

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CUSIP No. 92763W103

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Item 1. Security and Issuer.

This Amendment No. 5 to Statement on Schedule 13D (this “Amendment No. 5”) amends and supplements the Statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on January 8, 2018 (the “Original Schedule 13D”), as amended by amendment No. 1 to the Original Schedule 13D on June 15, 2018 (the “Amendment No. 1”), and further amended by amendment No. 2 to the Original Schedule 13D on August 20, 2019 (the “Amendment No. 2”), amendment No. 3 to the Original Schedule 13D on April 14, 2022 (the “Amendment No. 3”) and amendment No. 4 to the Original Schedule 13D on May 24, 2022 (the “Amendment No. 4,” together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Statement”) filed by JD.com, Inc., JD.com Investment Limited, Windcreek Limited and JD.com Global Investment Limited (individually, each a “Reporting Person” and collectively, “Reporting Persons”), with respect to Ordinary Shares, par value $0.0001 per share, of Vipshop Holdings Limited, a company organized under the laws of the Cayman Islands (the “Issuer”), whose principal executive offices are located at Vipshop Headquarters, 128 Dingxin Road, Haizhu District, Guangzhou 510220, The People’s Republic of China.

Except as provided herein, this Amendment No. 5 does not modify any of the information previously reported on the Statement. Capitalized terms used but not defined in this Amendment No. 5 have the meanings ascribed to them in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby supplemented by the following:

Since May 24, 2022, Windcreek sold an aggregate amount of 7,279,188 ADSs, representing 1,455,838 Class A Ordinary Shares of the Issuer, in the open market with a weighted average trading price of US$10.0 per ADS.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and supplemented by the following:

The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 5 are hereby incorporated by reference in this Item 5.

As of June 29, 2022, JD and JD Investment may be deemed to have beneficial ownership and shared voting power to vote or direct the vote of 5,639,247 Class A Ordinary Shares, representing 4.3% of the Issuer’s outstanding Ordinary Shares.

As of June 29, 2022, Windcreek beneficially owned an aggregate of 5,179,847 Class A Ordinary Shares, which consisted of (i) 6,121,868 ADSs, representing 1,224,374 Class A Ordinary Shares, and (ii) 3,955,473 Class A Ordinary Shares.

As of June 29, 2022, JD Global Investment beneficially owned 2,297,004 ADSs, representing 459,401 Class A Ordinary Shares.

JD Investment is the sole shareholder of Windcreek and JD Global Investment. Pursuant to Section 13(d) of the Exchange Act, and the rules promulgated thereunder, JD Investment may be deemed to beneficially own all of the Class A Ordinary Shares of the Issuer held by Windcreek and JD Global Investment.

JD is the sole shareholder of JD Investment and therefore indirectly owns all the outstanding shares of Windcreek and JD Global Investment. Pursuant to Section 13(d) of the Exchange Act, and the rules promulgated thereunder, JD may be deemed to beneficially own all of the Class A Ordinary Shares of the Issuer held by Windcreek and JD Global Investment.

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The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each of the Reporting Persons is based on 131,215,880 issued and outstanding Ordinary Shares (consisting of (i) 115,655,522 Class A Ordinary Shares, excluding the 10,633,219 Class A Ordinary Shares issued to Deutsche Bank Trust Company Americas, the depositary of the Issuer’s ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s stock incentive plans, and (ii) 15,560,358 Class B Ordinary Shares) of the Issuer as of March 31, 2022, as reported by the Issuer in its annual report on Form 20-F filed with the SEC on April 27, 2022.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Ordinary Shares of the Issuer or has the right to acquire any Ordinary Shares of the Issuer.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares of the Issuer that they may be deemed to beneficially own.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Ordinary Shares of the Issuer during the past 60 days.

Except as disclosed in this Statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.

Item 7. Material to be Filed as Exhibits.

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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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SCHEDULE A

Directors and Executive Officers of JD

The names of the directors and the names and titles of the executive officers of JD and their principal occupations are set forth below. Except for Mr. Ming Huang, Mr. Louis T. Hsieh, Mr. Dingbo Xu and Ms. Caroline Scheufele, the business address of the directors and executive officers is c/o JD.com, Inc., 20th Floor, Building A, No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, The People’s Republic of China.

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Directors and Executive Officers of JD Investment

The names of the directors and the names and titles of the executive officers of JD Investment and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o Room 4318-19, Jardine House, 1 Connaught Place, Central, Hong Kong.

Directors and Executive Officers of Windcreek

The names of the directors and the names and titles of the executive officers of Windcreek and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o Room 4318-19, Jardine House, 1 Connaught Place, Central, Hong Kong.

Directors and Executive Officers of JD Global Investment

The names of the directors and the names and titles of the executive officers of JD Global Investment and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o 4318-19, Jardine House, 1 Connaught Place, Central, Hong Kong.

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