UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)

 

21VIANET GROUP, INC.
(Name of Issuer)

 

American Depositary Shares,  

each representing six Class A ordinary shares, par value US$0.00001 per share 

(Title of Class of Securities)

 

90138A996
(CUSIP Number)

 

Jonathan Selvadoray

Temasek International Pte. Ltd.

60B Orchard Road, #06-18 Tower 2

The Atrium@Orchard

Singapore  238891

Telephone: +65 6828 2442

With Copies to:

Miranda So

Davis Polk & Wardwell

Hong Kong Club Building

3A Chater Road

Central, Hong Kong

Telephone: + 852 2533 3300

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

 

August 1, 2016
(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-l(f) or 240.13d-l(g), check the following box.  ☐

 

*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 (“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).

 

 

Page 1

 

CUSIP No.

90138A996

 

1. Names of Reporting Persons.

Esta Investments Pte. Ltd.
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

Singapore

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

Sole Voting Power

0

8.

Shared Voting Power

64,668,022 Class A ordinary shares

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

64,668,022 Class A ordinary shares

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

64,668,022 Class A ordinary 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)

Approximately 13.13% of the Class A ordinary shares1

14.

Type of Reporting Person (See Instructions)

CO

 

 

__________________

1 Represents approximately 2.89% of the voting power of the ordinary shares of the Issuer. Represents approximately 9.69% of the total ordinary shares of the Issuer assuming conversion of all outstanding Class B ordinary shares into Class A ordinary shares. Based on 492,608,544 Class A ordinary shares and 174,649,638 Class B ordinary shares outstanding as of June 2, 2016 as calculated based on the Issuer’s Form 20-F filed April 12, 2016 (reporting 460,611,670 Class A ordinary shares and 63,596,248 Class B ordinary shares outstanding as of April 12, 2016) and Form 6-K filed August 1, 2016 (reporting the issuance of 31,996,874 Class A ordinary shares and 111,053,390 Class B ordinary shares on June 2, 2016).

 

 

Page 2

 

CUSIP No.

90138A996

 

1. Names of Reporting Persons.

Tembusu Capital Pte. Ltd.
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

Singapore

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

Sole Voting Power

0

8.

Shared Voting Power

64,668,022 Class A ordinary shares

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

64,668,022 Class A ordinary shares

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

64,668,022 Class A ordinary 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)

Approximately 13.13% of the Class A ordinary shares2

14.

Type of Reporting Person (See Instructions)

CO

 

___________________

2 Represents approximately 2.89% of the voting power of the ordinary shares of the Issuer. Represents approximately 9.69% of the total ordinary shares of the Issuer assuming conversion of all outstanding Class B ordinary shares into Class A ordinary shares. Based on 492,608,544 Class A ordinary shares and 174,649,638 Class B ordinary shares outstanding as of June 2, 2016 as calculated based on the Issuer’s Form 20-F filed April 12, 2016 (reporting 460,611,670 Class A ordinary shares and 63,596,248 Class B ordinary shares outstanding as of April 12, 2016) and Form 6-K filed August 1, 2016 (reporting the issuance of 31,996,874 Class A ordinary shares and 111,053,390 Class B ordinary shares on June 2, 2016).

 

Page 3

 

CUSIP No.

90138A996

 

1. Names of Reporting Persons.

Temasek Holdings (Private) Limited
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)

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                      

6.

Citizenship or Place of Organization

Singapore

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

Sole Voting Power

0

8.

Shared Voting Power

64,668,022 Class A ordinary shares

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

64,668,022 Class A ordinary shares

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

64,668,022 Class A ordinary 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)

Approximately 13.13% of the Class A ordinary shares3

14.

Type of Reporting Person (See Instructions)

CO

 

 

___________________

3 Represents approximately 2.89% of the voting power of the ordinary shares of the Issuer. Represents approximately 9.69% of the total ordinary shares of the Issuer assuming conversion of all outstanding Class B ordinary shares into Class A ordinary shares. Based on 492,608,544 Class A ordinary shares and 174,649,638 Class B ordinary shares outstanding as of June 2, 2016 as calculated based on the Issuer’s Form 20-F filed April 12, 2016 (reporting 460,611,670 Class A ordinary shares and 63,596,248 Class B ordinary shares outstanding as of April 12, 2016) and Form 6-K filed August 1, 2016 (reporting the issuance of 31,996,874 Class A ordinary shares and 111,053,390 Class B ordinary shares on June 2, 2016).

 

 

Page 4

 

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and supplements the Schedule 13D filed on October 25, 2013 (the “Original Schedule 13D”), as amended by Amendment No. 1 thereto dated December 2, 2014 (“Amendment No. 1”), Amendment No. 2 thereto dated January 16, 2015 (“Amendment No. 2”) and Amendment No. 3 thereto dated January 29, 2015 (“Amendment No. 3” and, together with Amendment No. 1, Amendment No. 2, Amendment No. 3, this Amendment No. 4 and the Original Schedule 13D, the “Statement”), and is being filed on behalf of Esta Investments Pte. Ltd., a company incorporated under the laws of Singapore (“Esta”), Tembusu Capital Pte. Ltd., a company incorporated under the laws of Singapore (“Tembusu”), and Temasek Holdings (Private) Limited, a company incorporated under the laws of Singapore (“Temasek Holdings”, together with Esta and Tembusu, the “Reporting Persons”) in respect of the American Depositary Shares (the “ADSs”), each representing six Class A ordinary shares, par value $0.00001 per share (the “Class A Ordinary Shares”), of 21Vianet Group, Inc., a company incorporated under the laws of the Cayman Islands (the “Issuer”), with its principal executive office located at M5, 1 Jiuxianqiao East Road, Chaoyang District, Beijing 100016, The People’s Republic of China.

 

This Amendment No. 4 is being filed by the Reporting Persons to report changes in their percentage interest in the Issuer’s Class A Ordinary Shares based solely on changes in the number of Class A Ordinary Shares outstanding.

 

Unless otherwise stated herein, the Original Schedule 13D as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 remains in full force and effect. All capitalized terms used in this Amendment No. 4 but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3.

 

Item 2. Identity and Background

 

Item 2 of the Statement (including Schedule A attached thereto) is hereby amended and restated in its entirety as follows:

 

This Schedule 13D is jointly filed on behalf of Esta Investments Pte. Ltd., a company incorporated under the laws of Singapore (“Esta”), Tembusu Capital Pte. Ltd., a company incorporated under the laws of Singapore (“Tembusu”), and Temasek Holdings (Private) Limited, a company incorporated under the laws of Singapore (“Temasek Holdings”). The principal business address of each of Esta, Tembusu and Temasek Holdings is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore, 238891. The principal business of each of Esta, Tembusu and Temasek Holdings is investment holding.

 

Esta is a wholly-owned subsidiary of Tembusu, which is in turn a wholly-owned subsidiary of Temasek Holdings.

 

The name, business address, present principal occupation and citizenship of the directors and executive officers of each of the Reporting Persons are set forth in Schedule A attached hereto, which is incorporated herein by reference.

 

Neither the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, any of the persons listed in Schedule A has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his or its being 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.

 

Page 5

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

 

The information set forth or incorporated in Items 2, 3 and 4 herein is incorporated herein by reference.

 

(a) — (b) 

 

Esta is the beneficial owner of 64,668,022 Class A Ordinary Shares (in the form of 10,778,004 ADSs), representing approximately 13.13% of the outstanding Class A Ordinary Shares, 9.69% of all ordinary shares and approximately 2.89% of the voting power of the ordinary shares of the Issuer. Esta has shared power over the voting and disposition of such Class A Ordinary Shares. The foregoing is based on 492,608,544 Class A ordinary shares and 174,649,638 Class B ordinary shares outstanding as of June 2, 2016 as calculated based on the Issuer’s Form 20-F filed April 12, 2016 (reporting 460,611,670 Class A ordinary shares and 63,596,248 Class B ordinary shares outstanding as of April 12, 2016) and Form 6-K filed August 1, 2016 (reporting the issuance of 31,996,874 Class A ordinary shares and 111,053,390 Class B ordinary shares on June 2, 2016). Class A Ordinary Shares hold one vote per share and Class B ordinary shares hold ten votes per share.

 

Tembusu, through its ownership of Esta, may be deemed to share voting and dispositive power over the Class A Ordinary Shares beneficially owned by Esta.

 

Temasek Holdings, through its ownership of Tembusu, may be deemed to share voting and dispositive power over the Class A Ordinary Shares beneficially owned by Tembusu and Esta.

 

(c) There have been no transactions by the Reporting Persons in securities of the Issuer during the past sixty days. To the knowledge of the Reporting Persons, there have been no transactions by any director or executive officer of any of the Reporting Persons in securities of the Issuer during the past sixty days.

 

(d) Not applicable.

 

(e) Not applicable.

 

Page 6

 

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: August 4, 2016

 

ESTA INVESTMENTS PTE. LTD.
By: /s/ Ang Peng Huat
  Name: Ang Peng Huat
  Title: Authorised Signatory

 

 

TEMBUSU CAPITAL PTE. LTD.
By: /s/ Cheong Kok Tim
  Name: Cheong Kok Tim
  Title: Director

 

 

TEMASEK HOLDINGS (PRIVATE) LIMITED
By: /s/ Choo Soo Shen Christina
  Name: Choo Soo Shen Christina
  Title: Authorised Signatory

 

 

Page 7

 

SCHEDULE A

 

The name, business address and present principal occupation of each director and executive officer of the Reporting Persons is set forth below.

 

Esta Investments Pte. Ltd.

 

Position Name and Business Address Present Principal Occupation Citizenship
Director

Ray Parangam

c/o 60B Orchard Road #06-18, Tower 2

The Atrium@Orchard

Singapore 238891

Director –  Organisation and People Indian Citizen
Director

Yap Zhi Liang

c/o 60B Orchard Road #06-18, Tower 2

The Atrium@Orchard

Singapore 238891

Director –  Legal & Regulatory Singapore Citizen

 

Tembusu Capital Pte. Ltd.

 

Position Name and Business Address Present Principal Occupation Citizenship
Director

Cheong Kok Tim

c/o 60B Orchard Road #06-18, Tower 2

The Atrium@Orchard

Singapore 238891

Managing Director – Legal & Regulatory Singapore Citizen
Director

Goh Bee Kheng

c/o 60B Orchard Road #06-18, Tower 2

The Atrium@Orchard

Singapore 238891

Managing Director –  Finance Singapore Citizen

 

Temasek Holdings (Private) Limited

 

Position Name and Business Address Present Principal Occupation Citizenship
Chairman & Director

Lim Boon Heng

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Chairman

Temasek Holdings (Private) Limited

Singapore

Citizen

Deputy Chairman & Director

Cheng Wai Keung

3 Killiney Road

#10-01

Winsland House 1

Singapore 239519

Chairman and Managing Director

Wing Tai Holdings Limited

Singapore

Citizen

Director

Kua Hong Pak

205 Braddell Road,

East Wing 7th Floor

Singapore 579701

Managing Director and Group CEO

ComfortDelGro Corporation Limited

Singapore

Citizen

 

 

 

Page 8

 

Director

Goh Yew Lin

50 Raffles Place,

#33-00 Singapore Land Tower

Singapore 048623

Managing Director

G.K. Goh Holdings Limited

Singapore

Citizen

Director

Teo Ming Kian

250 North Bridge Road

#05-01 Raffles City Tower

Singapore 179101

Chairman,

Vertex Venture Holdings Ltd

Singapore

Citizen

Director

Marcus Wallenberg

SE-106 40

Stockholm, Sweden

Chairman

Skandinaviska Enskilda Banken,

Saab AB and FAM AB

Swedish Citizen
Director

Lien Jown Leam Michael

One Raffles Place

(formerly known as OUB Centre)

#51-00

Singapore 048616

Executive Chairman

Wah Hin and Company Private Limited

Singapore

Citizen

Director

Wong Yuen Kuai Lucien

One Marina

Boulevard #28-00

Singapore 018989

Chairman and Senior Partner

Allen & Gledhill LLP

Singapore

Citizen

Director

Robert Bruce Zoellick

c/o 101 Constitution Avenue, NW

Suite 1000 East

Washington, DC 20001

Chairman,

Goldman Sachs International Advisors

United States Citizen

Director

Chin Yoke Choong Bobby

c/o

1 Joo Koon Circle

#13-01 FairPrice Hub

Singapore 629117

Deputy Chairman, NTUC Enterprise Cooperative Limited Singapore Citizen
Director

Ng Chee Siong Robert

11th -12th Floors,

Tsim Sha Tsui Centre,

Salisbury Road,

Tsim Sha Tsui, Kowloon, Hong Kong

Chairman,

Sino Land Company Ltd.

Singapore Citizen/

Hong Kong Permanent Resident

Director

Peter Robert Voser

Affolternstrasse 44,

8050 Zurich

Switzerland

Chairman,

ABB Ltd

Swiss Citizen

 

 

 

Page 9

 

Director

Lee Theng Kiat

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Executive Director and CEO, Temasek International Pte. Ltd. Singapore Citizen

Executive Director & CEO,

Temasek Holdings (Private) Limited

Ho Ching

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Executive Director and CEO

Temasek Holdings (Private) Limited

Singapore

Citizen

President,

Joint Head, Investment Group,

Joint Head, Portfolio Management Group

Joint Head, Singapore,

Temasek International Pte. Ltd.

Chia Song Hwee

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

President,

Joint Head, Investment Group,

Joint Head, Portfolio Management Group

Joint Head, Singapore,

Temasek International Pte. Ltd.

Singapore Citizen
President, Temasek International Pte. Ltd.

Gregory L. Curl

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

President,

Temasek International Pte. Ltd.

United States Citizen

President,

Joint Head, Enterprise Development Group,

Joint Head, Investment Group,

Head, Americas, Temasek International Pte. Ltd.

Dilhan Pillay Sandrasegara

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

President,

Joint Head, Enterprise Development Group,

Joint Head, Investment Group,

Head, Americas,

Temasek International Pte. Ltd.

Singapore Citizen

 

 

Page 10

 

Head, Life Sciences, Temasek International Pte. Ltd.

Syed Fidah Bin Ismail Alsagoff

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Head, Life Sciences,

Temasek International Pte. Ltd.

Singapore Citizen

Head, Strategy,

Senior Managing Director, Portfolio Strategy & Risk Group,

Temasek International Pte. Ltd.

Michael John Buchanan

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Head, Strategy,

Senior Managing Director, Portfolio Strategy & Risk Group,

Temasek International Pte. Ltd.

Australia Citizen

Joint-Head, Corporate Development Group,

Head, Organisation & People,

Temasek International Pte. Ltd.

Chan Wai Ching

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Joint-Head, Corporate Development Group,

Head, Organisation & People,

Temasek International Pte. Ltd.

Singapore Citizen
Head, Sustainability & Stewardship Group, Temasek International Pte. Ltd.

Cheo Hock Kuan

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Head, Sustainability & Stewardship Group,

Temasek International Pte. Ltd.

Singapore Citizen

Senior Managing Director, Europe,

Joint Head, Consumer,

Temasek International (Europe) Limited

Luigi Feola

23 King Street

London SW1Y 6QY

United Kingdom

Senior Managing Director, Europe,

Joint Head, Consumer,

Temasek International (Europe) Limited

Italy Citizen

Joint Head, Consumer

Head, Real Estate,

Joint Head, China,

Head, Japan & Korea,

Temasek International Pte. Ltd.

Heng Chen Seng David

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Joint Head, Consumer

Head, Real Estate,

Joint Head, China,

Head, Japan & Korea,

Temasek International Pte. Ltd.

Singapore Citize

 

 

Page 11

 

Chief Financial Officer,

Joint Head, Corporate Development Group,

Temasek Holdings (Private) Limited

Leong Wai Leng

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Chief Financial Officer,

Joint Head, Corporate Development Group,

Temasek Holdings (Private) Limited

Singapore Citizen

Joint-Head, Enterprise Development Group,

Joint Head, Industrials,

Head, Africa & Middle East,

Temasek International Pte. Ltd.

Nagi Adel Hamiyeh

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Joint-Head, Enterprise Development Group,

Joint Head, Industrials,

Head, Africa & Middle East,

Temasek International Pte. Ltd.

Singapore Citizen

Head, Energy & Resources,

Head, Australia & New Zealand,

Senior Managing Director, Enterprise Development

Group,

Temasek International Pte. Ltd.

Neil Garry McGregor

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Head, Energy & Resources,

Head, Australia & New Zealand,

Senior Managing Director, Enterprise Development

Group,

Temasek International Pte. Ltd.

New Zealand Citizen
General Counsel, Temasek International Pte. Ltd.

Pek Siok Lan

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

General Counsel

Temasek International Pte. Ltd.

Singapore Citizen

   

 

Page 12

 

Head, Financial Services,

Senior Managing Director, China,

Temasek International Pte. Ltd.

Png Chin Yee

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Head, Financial Services,

Senior Managing Director, China,

Temasek International Pte. Ltd.

Singapore Citizen

Head, Telecom, Media & Technology,

Joint-Head, India,

Temasek International Pte. Ltd.

Ravi Mahinder Lambah

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Head, Telecom, Media & Technology,

Joint-Head, India,

Temasek International Pte. Ltd.

Malta Citizen

Joint Head, Portfolio Strategy & Risk Group,

Joint Head, India,

Temasek International Pte. Ltd.

Rohit Sipahimalani

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Joint Head, Portfolio Strategy & Risk Group,

Joint Head, India,

Temasek International Pte. Ltd.

Singapore Citizen

Joint Head, Portfolio Management Group,

Head, Europe,

Head, South East Asia,

Temasek International Pte. Ltd.

Tan Chong Lee

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Joint Head, Portfolio Management Group,

Head, Europe,

Head, South East Asia,

Temasek International Pte. Ltd.

Singapore Citizen

Head, Transportation & Logistics,

Senior Managing Director, Portfolio Management,

Temasek International Pte. Ltd.

Teo Juet Sim Juliet

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Head, Transportation & Logistics,

Senior Managing Director, Portfolio Management,

Temasek International Pte. Ltd.

Singapore Citizen

   

 

Page 13

 

Joint Head, Portfolio Strategy & Risk Group,

Joint Head, China

Temasek International Pte. Ltd.

Wu Yibing

60B Orchard Road,

#06-18 Tower 2,

The Atrium@Orchard,

Singapore 238891

Joint Head, Portfolio Strategy & Risk Group,

Joint Head, China

Temasek International Pte. Ltd.

United States Citizen

Senior Managing Director, Europe,

Joint-Head, Industrials,

Temasek International (Europe) Limited

Benoit Louis Marie Francois Valentin

23 King Street

London SW1Y 6QY

United Kingdom

Senior Managing Director, Europe,

Joint-Head, Industrials,

Temasek International (Europe) Limited

France Citizen

 

 

Page 14