So-Young International Inc. Schedule 13G amendment reports that several related Matrix Partners entities and an individual, David Su, hold material, shared ownership stakes in the company's Class A ordinary shares. MPC Management III and related entities report beneficial ownership of 9,435,763 shares, representing 10.4% of the Class A shares outstanding. MPC III reports 8,492,188 shares (9.4%) and MPC III-A reports 943,575 shares (1.0%).
All reported voting and dispositive power is listed as shared (no sole voting or dispositive power reported). The filing notes these percentages are calculated on a base of 90,626,150 Class A ordinary shares outstanding as disclosed to the reporting persons. The Reporting Persons expressly disclaim status as a "group." Items describing group membership, certain ownership-by-others, and other standard Schedule 13G disclosures are marked not applicable or are addressed by reference to the original Schedule 13G.
Positive
Material ownership disclosed: MPC Management III and related entities report 9,435,763 shares (10.4%), a clearly quantified, investor-impacting stake.
Clear percentages and share base: Percentages are calculated on a disclosed total of 90,626,150 Class A shares outstanding, providing transparent basis for the ownership figures.
Detailed entity-level reporting: The filing lists holdings separately for MPC III (8,492,188; 9.4%) and MPC III-A (943,575; 1.0%), aiding investor clarity.
Negative
No sole voting or dispositive power reported: All reported authority is shared, indicating no single reporting person claims unilateral control.
Reporting Persons disclaim group status: The explicit disclaimer may limit assumptions about coordinated action despite overlapping interests.
Insights
TL;DR: Matrix-related entities and David Su disclose a material shared stake—over 10%—in So-Young (SY), with clear ownership counts.
The amendment provides clear, quantifiable disclosure of beneficial ownership: 9,435,763 shares (10.4%) reported by MPC Management III and affiliated entities, and separate holdings by MPC III (8,492,188; 9.4%) and MPC III-A (943,575; 1.0%). All voting and dispositive power reported is shared, which limits claims of unilateral control while showing concentrated investor influence. Percentages are calculated on a disclosed share base of 90,626,150 Class A shares. This is a material ownership disclosure but contains no transaction-level detail or change commentary in this amendment.
TL;DR: The filing reveals concentrated, shared ownership by private-equity-related entities and an individual, with an explicit disclaimer of group status.
The Reporting Persons explicitly disclaim being a "group," yet several affiliated entities and an individual report overlapping beneficial interests and identical aggregate figures in some entries (9,435,763; 10.4%). The filing shows no sole voting or dispositive power, indicating governance influence is likely exercised collectively or via governance arrangements at the partnership/GP level. The document is a disclosure of position rather than an event (no acquisitions, dispositions, or changes are detailed here).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
So-Young International Inc.
(Name of Issuer)
Class A ordinary shares
(Title of Class of Securities)
83356Q108
(CUSIP Number)
06/30/2025
(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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
83356Q108
1
Names of Reporting Persons
MPC III L.P. (f/k/a Matrix Partners China III, L.P.)
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,492,188.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,492,188.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,492,188.00
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)
9.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
This statement on Schedule 13G is filed by MPC HK III, MPC III, MPC III-A, MPC Management III, MPC III GP (each as defined in Item 2(a) below) and David Su ("Su," collectively, with MPC HK III, MPC III, MPC III-A, MPC Management III and MPC III GP, the "Reporting Persons"). The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
Consists of 1 Class A ordinary share and 11,039,843 ADSs held indirectly by MPC III (through MPC HK III). MPC Management III and MPC III GP are the direct and indirect general partners, respectively, of MPC III and MPC III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC III GP, may be deemed to share voting and dispositive power over these shares.
This percentage is based on a total of 90,626,150 Class A ordinary shares outstanding as of June 30, 2025, as disclosed to the Reporting Persons by the Issuer.
SCHEDULE 13G
CUSIP No.
83356Q108
1
Names of Reporting Persons
MPC III-A L.P. (f/k/a Matrix Partners China III-A, L.P.)
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
943,575.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
943,575.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
943,575.00
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)
1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
Consists of 6 Class A ordinary shares and 1,226,640 ADSs held indirectly by MPC III-A (through MPC HK III). MPC Management III and MPC III GP are the direct and indirect general partners, respectively, of MPC III and MPC III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC III GP, may be deemed to share voting and dispositive power over these shares.
This percentage is based on a total of 90,626,150 Class A ordinary shares outstanding as of June 30, 2025, as disclosed to the Reporting Persons by the Issuer.
SCHEDULE 13G
CUSIP No.
83356Q108
1
Names of Reporting Persons
MPC Management III L.P. (f/k/a Matrix China Management III, L.P.)
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,435,763.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,435,763.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,435,763.00
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)
10.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
Consists of (i) 1 Class A ordinary share and 11,039,843 ADSs held indirectly by MPC III and (ii) 6 Class A ordinary shares and 1,226,640 ADSs held indirectly by MPC III-A (in each case through MPC HK III). MPC Management III and MPC III GP are the direct and indirect general partners, respectively, of MPC III and MPC III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC III GP, may be deemed to share voting and dispositive power over these shares.
This percentage is based on a total of 90,626,150 Class A ordinary shares outstanding as of June 30, 2025, as disclosed to the Reporting Persons by the Issuer.
SCHEDULE 13G
CUSIP No.
83356Q108
1
Names of Reporting Persons
MPC GPGP III Ltd. (f/k/a Matrix China III GP GP Ltd.)
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,435,763.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,435,763.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,435,763.00
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)
10.4 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
Consists of (i) 1 Class A ordinary share and 11,039,843 ADSs held indirectly by MPC III and (ii) 6 Class A ordinary shares and 1,226,640 ADSs held indirectly by MPC III-A (in each case through MPC HK III). MPC Management III and MPC III GP are the direct and indirect general partners, respectively, of MPC III and MPC III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC III GP, may be deemed to share voting and dispositive power over these shares.
This percentage is based on a total of 90,626,150 Class A ordinary shares outstanding as of June 30, 2025, as disclosed to the Reporting Persons by the Issuer.
SCHEDULE 13G
CUSIP No.
83356Q108
1
Names of Reporting Persons
MPC III HK Limited (f/k/a Matrix Partners China III Hong Kong 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
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,435,763.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,435,763.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,435,763.00
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)
10.4 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
Consists of (i) 1 Class A ordinary share and 11,039,843 ADSs held indirectly by MPC III and (ii) 6 Class A ordinary shares and 1,226,640 ADSs held indirectly by MPC III-A (in each case through MPC HK III). MPC Management III and MPC III GP are the direct and indirect general partners, respectively, of MPC III and MPC III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC III GP, may be deemed to share voting and dispositive power over these shares.
This percentage is based on a total of 90,626,150 Class A ordinary shares outstanding as of June 30, 2025, as disclosed to the Reporting Persons by the Issuer.
SCHEDULE 13G
CUSIP No.
83356Q108
1
Names of Reporting Persons
David Su Tuong Sing
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
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,435,763.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,435,763.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,435,763.00
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)
10.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
Consists of (i) 1 Class A ordinary share and 11,039,843 ADSs held indirectly by MPC III and (ii) 6 Class A ordinary shares and 1,226,640 ADSs held indirectly by MPC III-A (in each case through MPC HK III). MPC Management III and MPC III GP are the direct and indirect general partners, respectively, of MPC III and MPC III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of MPC III GP, may be deemed to share voting and dispositive power over these shares.
This percentage is based on a total of 90,626,150 Class A ordinary shares outstanding as of June 30, 2025, as disclosed to the Reporting Persons by the Issuer.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
So-Young International Inc.
(b)
Address of issuer's principal executive offices:
2/F, East Tower, Poly Plaza, No. 66 Xiangbin Road, Chaoyang District, Beijing, China 100102
Item 2.
(a)
Name of person filing:
This Amendment No. 3 (this "Amendment") amends and supplements the Schedule 13G originally filed by the Reporting Persons with the United States Securities and Exchange Commission (the "Commission") on February 13, 2020, as amended by Amendment No. 1 as filed with the Commission on February 14, 2022 and Amendment No. 2 as filed with the Commission on February 9, 2024 (collectively, the "Original Schedule 13G"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G, remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13G.
Name of Person Filing:
MPC III L.P. (f/k/a Matrix Partners China III, L.P.) ("MPC III")
MPC III-A L.P. (f/k/a Matrix Partners China III-A, L.P. ("MPC III-A")
MPC Management III L.P. (f/k/a Matrix China Management III, L.P.) ("MPC Management III")
MPC GPGP III Ltd. (f/k/a Matrix China III GP GP, Ltd.) ("MPC III GP")
MPC III HK Limited (f/k/a Matrix Partners China III Hong Kong Limited) ("MPC HK III")
David Su Tuong Sing ("Su")
(b)
Address or principal business office or, if none, residence:
Item 2(b) of the Origininal 13(g) is incorporate herein by reference.
(c)
Citizenship:
Item 2(c) of the Origininal 13(g) is incorporate herein by reference.
(d)
Title of class of securities:
Class A ordinary shares
(e)
CUSIP No.:
83356Q108
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);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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:
See Row 9 of the cover page for each Reporting Person and the corresponding comments.
(b)
Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments.
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
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
MPC III L.P. (f/k/a Matrix Partners China III, L.P.)
Signature:
/s/ David Su
Name/Title:
David Su, Director of the general partner of the Reporting Person's general partner
Date:
08/14/2025
MPC III-A L.P. (f/k/a Matrix Partners China III-A, L.P.)
Signature:
/s/ David Su
Name/Title:
David Su, Director of the general partner of the Reporting Person's general partner
Date:
08/14/2025
MPC Management III L.P. (f/k/a Matrix China Management III, L.P.)
Signature:
/s/ David Su
Name/Title:
David Su, Director of the Reporting Person's general partner
Date:
08/14/2025
MPC GPGP III Ltd. (f/k/a Matrix China III GP GP Ltd.)
Signature:
/s/ David Su
Name/Title:
David Su, Director
Date:
08/14/2025
MPC III HK Limited (f/k/a Matrix Partners China III Hong Kong Limited)
An email has been sent to your address with instructions for changing your password.
There is no user registered with this email.
You have made too many password recovery requests. Please try again tomorrow.
Sign Up
To create a free account, please fill out the form below.
Thank you for signing up!
A confirmation email has been sent to your email address. Please check your email and follow the instructions in the message to complete the registration process. If you do not receive the email, please check your spam folder or contact us for assistance.
Welcome to our platform!
Oops!
Something went wrong while trying to create your new account. Please try again and if the problem persist, to receive support.
