[Form 3] Yatsen Holding Ltd Initial Statement of Beneficial Ownership
Rhea-AI Filing Summary
Yatsen Holding Ltd director and CEO Jinfeng Huang has filed an initial statement of beneficial ownership, listing substantial indirect holdings in YSG. The filing shows indirect holdings through spouse and affiliated entities in Class A and Class B ordinary shares, share options, a convertible senior note and warrants.
Indirect derivative positions include share options over 13,159,520 and 8,800,691 Class A ordinary shares at an exercise price of $0.025 per share, expiring in 2033 and 2036, with vesting schedules running from 2024 to 2029. A convertible senior note held by Polaris Veritas Investment Limited, an affiliate of Huang and Trustar Capital, is reported as being convertible into up to 259,179,300 Class A ordinary shares at $0.2315 per share, linked to a March 2026 agreement for US$120 million aggregate principal in two tranches.
The filing also lists warrants held by Polaris Veritas Investment Limited to acquire up to 25,917,930 Class A ordinary shares at $0.50 per share, exercisable only upon and to the extent the First Note is converted, plus significant indirect holdings of Class A and Class B ordinary shares through Veritas Vision Holding Limited, Yellow Bee Limited and the CEO’s spouse.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Share Options (Right to Buy) | -- | -- | -- |
| holding | Share Options (Right to Buy) | -- | -- | -- |
| holding | Convertible Senior Note | -- | -- | -- |
| holding | Warrants (Right to Buy) | -- | -- | -- |
| holding | Class A ordinary shares | -- | -- | -- |
| holding | Class B ordinary shares | -- | -- | -- |
| holding | Class A ordinary shares | -- | -- | -- |
| holding | Class A ordinary shares | -- | -- | -- |
Footnotes (1)
- By Veritas Vision Holding Limited, a British Virgin Islands company wholly-owned by Mr. Jinfeng Huang. By Yellow Bee Limited, a British Virgin Islands company. Veritas Vision Holding Limited owns the entire voting shares of Yellow Bee Limited and Mr. Jinfeng Huang is the sole director of Yellow Bee Limited. Represents share options granted on March 31, 2023. The options vest over a 5-year period, with 1,696,540 shares vesting on January 1, 2024, 2,022,880 shares vesting on January 1, 2025, 2,697,160 shares vesting on January 1, 2026, 2,697,160 shares vesting on January 1, 2027, and 4,045,780 shares vesting on January 1, 2028, subject to the terms and conditions of the underlying award agreement. Represents share options granted on February 13, 2026. The options vest over a 3-year period, with 2,933,564 shares vesting on January 1, 2027, 2,933,564 shares vesting on January 1, 2028, and 2,933,563 shares vesting on January 1, 2029, subject to the terms and conditions of the underlying award agreement. On March 11, 2026, Polaris Veritas Investment Limited (the "Purchaser") entered into an agreement with the Issuer, under which the Issuer agreed to sell to the Purchaser convertible senior notes in an aggregate principal amount equivalent to US$120 million in two equal tranches ("First Note" and "Second Note"; together, "Notes"). The First Note is expected to be issued in March 2026 with a 364-day maturity, which will extend to five years upon completion of regulatory filings. If maturity is extended, the conversion window opens on the 364th day following issuance. If not, conversion may only occur on the original maturity date. Upon conversion, the First Note is convertible into Class A ordinary shares or ADSs, at $0.2315 per Class A ordinary share. The amount reported represents the maximum shares issuable upon full conversion of the First Note. The issuance of the Second Note is subject to regulatory procedures and other closing conditions. By Polaris Veritas Investment Limited, a Cayman Islands exempted company affiliated with Mr. Jinfeng Huang and Trustar Capital. Concurrently with the First Note, the Issuer will also issue to the Purchaser two warrants on identical terms, entitling the Purchaser to acquire in aggregate a number of Class A ordinary shares equal to one-tenth of the Class A ordinary shares issued upon conversion of the First Note, at an exercise price of $0.50 per Class A ordinary share. Each warrant will become exercisable only upon and to the extent the First Note is converted into Class A ordinary shares (including represented by ADSs). The exercise period for each warrant will expire on the maturity date of the First Note. The amount reported represents the maximum shares issuable upon full exercise of those warrants and assumes full conversion of the First Note. The number of shares issuable upon exercise of the warrants is subject to adjustment pursuant to the warrant terms. Subject to certain closing conditions, additional warrants on substantially the same terms may be issued concurrently with the Second Note.
