[SCHEDULE 13G/A] Yatsen Holding Limited American SEC Filing

Rhea-AI Filing Summary

Banyan Partners' reporting persons collectively hold 64,083,545 Class A ordinary shares of Yatsen, representing 5.2% of outstanding Class A shares (54,668,026 held directly by Banyan Fund III and 9,415,519 held directly by Banyan Fund III-A). These holdings are calculated against 1,236,592,748 Class A ordinary shares and 600,572,880 Class B ordinary shares, for a total of 1,837,165,628 ordinary shares outstanding, as disclosed in the issuer's 20-F filing.

The filing notes Banyan III GP is the general partner of both funds and therefore may exercise voting and dispositive power over the aggregate 64,083,545 Class A shares. Because the company has a dual-class structure (each Class B share has twenty votes and is convertible into one Class A; Class A shares carry one vote and are not convertible into Class B), the reporting persons' Class A holdings represent approximately 0.5% of aggregate voting power. The Reporting Persons expressly disclaim status as a group and certain funds disclaim beneficial ownership over the other fund's directly held shares.

Positive

• Material economic stake: Reporting persons collectively hold 64,083,545 Class A shares, representing 5.2% of Class A outstanding
• Clear disclosure: Filing details exact share counts, percentages, and the allocation between Banyan Fund III and Banyan Fund III-A

Negative

• Limited voting influence: Due to dual-class shares, the reported Class A holdings represent only about 0.5% of aggregate voting power
• Disclaimed group status and cross-ownership: Reporting persons expressly disclaim being a group and each fund disclaims beneficial ownership of the other's directly held shares, which may limit coordinated shareholder action

Insights

Financial Analyst

TL;DR: Banyan entities hold 64.08M Class A shares (5.2% of Class A); economic stake is material but voting influence is limited (~0.5%).

The Schedule 13G/A discloses a material economic position in Yatsen's Class A shares: 54,668,026 shares by Banyan Fund III and 9,415,519 shares by Banyan Fund III-A, aggregating to 64,083,545 Class A shares or 5.2% of Class A. This exceeds a common 5% disclosure threshold for a class of shares and is therefore a material ownership stake for holders of Class A equity. However, due to the issuer's dual-class capital structure (1,236,592,748 Class A; 600,572,880 Class B), the reporting persons' aggregate voting power is only about 0.5%, limiting their formal governance influence despite the economic position.

Corporate Governance Expert

TL;DR: Meaningful economic ownership but minimal voting control because Class B shares confer outsized votes; reporting persons disclaim group status.

The filing highlights governance-relevant facts: Banyan III GP is the general partner of both funds and may exercise voting and dispositive power over the combined Class A holdings, yet the reporting persons explicitly disclaim status as a group and each fund disclaims beneficial ownership of the other's directly held shares. Investors should note the contrast between an economically material stake in Class A (5.2%) and the very limited aggregate voting power (~0.5%) imposed by the dual-class structure; this affects the practical ability to influence board or corporate actions.

08/13/2025 - 06:04 AM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Yatsen Holding Limited

(Name of Issuer)

Class A Ordinary Shares, par value US$0.00001 per share

(Title of Class of Securities)

985194109

(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. 985194109

1

Names of Reporting Persons

Banyan Partners Fund 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 54,668,026.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 54,668,026.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

54,668,026.00

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)

4.4 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Comments to item 2(b): This statement on Schedule 13G is filed by Banyan Partners Fund III, L.P. ("Banyan Fund III"), Banyan Partners Fund III-A, L.P. ("Banyan Fund III-A") and Banyan Partners III Ltd. ("Banyan III GP", collectively with Banyan Fund III and Banyan III-A, the "Reporting Persons"). The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. Comments to item 6&8&9: Such 54,668,026 Class A ordinary shares are held by Banyan Fund III directly. Banyan Fund III-A directly holds 9,415,519 Class A ordinary shares. Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III and Banyan Fund III-A. Comments to item 10: Banyan Fund III disclaims beneficial ownership over shares reported herein that are directly held by Banyan Fund III-A. Comments to item 11: Calculation is based on 1,837,165,628 ordinary shares outstanding as of February 28, 2025, consisting of 1,236,592,748 Class A ordinary shares and 600,572,880 Class B ordinary shares, as reported in the Issuer's annual report on Form 20-F filed with the Securities and Exchange Commission on April 22, 2025 (the "Issuer's 20-F Filing"). Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to twenty votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Banyan Fund III represent approximately 0.4% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

SCHEDULE 13G

CUSIP No. 985194109

1

Names of Reporting Persons

Banyan Partners Fund 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 9,415,519.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,415,519.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,415,519.00

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)

0.8 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Comments to item 2(b): This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. Comments to item 6&8&9: Such 9,415,519 Class A ordinary shares are held by Banyan Fund III-A directly. Banyan Fund III directly holds 54,668,026 Class A ordinary shares. Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III and Banyan Fund III-A. Comments to item 10: Banyan Fund III-A disclaims beneficial ownership over shares reported herein that are directly held by Banyan Fund III. Comments to item 11: Calculation is based on 1,837,165,628 ordinary shares outstanding as of February 28, 2025, consisting of 1,236,592,748 Class A ordinary shares and 600,572,880 Class B ordinary shares, as reported in the Issuer's 20-F Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to twenty votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Banyan Fund III-A represent approximately 0.1% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

SCHEDULE 13G

CUSIP No. 985194109

1

Names of Reporting Persons

Banyan Partners III 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 64,083,545.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 64,083,545.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

64,083,545.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Comments to item 2(b): This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. Comments to item 6&8&9: Consists of (i) 54,668,026 Class A ordinary shares directly held by Banyan Fund III and (ii) 9,415,519 Class A ordinary shares directly held by Banyan Fund III-A. Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III and Banyan Fund III-A. Comments to item 11: Calculation is based on 1,837,165,628 ordinary shares outstanding as of February 28, 2025, consisting of 1,236,592,748 Class A ordinary shares and 600,572,880 Class B ordinary shares, as reported in the Issuer's 20-F Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to twenty votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Banyan III GP represent approximately 0.5% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Yatsen Holding Limited
(b)	Address of issuer's principal executive offices: Floor 39, Poly Development Plaza, No. 832 Yue Jiang Zhong Road, Haizhu District, Guangzhou, China, 510335
Item 2.
(a)	Name of person filing: Banyan Partners Fund III, L.P. ("Banyan Fund III") Banyan Partners Fund III-A, L.P. ("Banyan Fund III-A") Banyan Partners III Ltd. ("Banyan III GP")
(b)	Address or principal business office or, if none, residence: The address of each of Banyan Partners Fund III, L.P., Banyan Partners Fund III-A, L.P. and Banyan Partners III Ltd. is: c/o Walkers Corporate Limited 190 Elgin Avenue George Town Grand Cayman, KY1-9008 Cayman Islands
(c)	Citizenship: Banyan Partners Fund III, L.P.: Cayman Islands Banyan Partners Fund III-A, L.P.: Cayman Islands Banyan Partners III Ltd.: Cayman Islands
(d)	Title of class of securities: Class A Ordinary Shares, par value US$0.00001 per share
(e)	CUSIP No.: 985194109
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: Banyan Partners Fund III, L.P. directly holds 54,668,026 Class A ordinary shares. Banyan Partners Fund III-A, L.P. directly holds 9,415,519 Class A ordinary shares. Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A, and as such, may in the aggregate exercise voting and dispositive power over 64,083,545 Class A ordinary shares held by Banyan Fund III and Banyan Fund III-A. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. In addition, Banyan Partners Fund III, L.P. disclaims beneficial ownership over the shares reported herein directly held by Banyan Partners Fund III-A, L.P.; and Banyan Partners Fund III-A, L.P. disclaims beneficial ownership over the shares reported herein directly held by Banyan Partners Fund III, L.P.
(b)	Percent of class: Banyan Partners Fund III, L.P. beneficially owns 4.4% of the outstanding Class A ordinary shares, 3.0% of the total outstanding ordinary shares and 0.4% of the aggregate voting power. Banyan Partners Fund III-A, L.P. beneficially owns 0.8% of the outstanding Class A ordinary shares, 0.5% of the total outstanding ordinary shares and 0.1% of the aggregate voting power. Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A, and as such, in the aggregate beneficially owns 5.2% of the outstanding Class A ordinary shares, 3.5% of the total outstanding ordinary shares and 0.5% of the aggregate voting power. The above-mentioned percents of class are calculated based on 1,236,592,748 outstanding Class A ordinary shares and 600,572,880 outstanding Class B ordinary shares as reported in the Issuer's 20-F Filing.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Banyan Partners Fund III, L.P. holds no Class A ordinary shares with sole voting power or the ability to direct the vote. Banyan Partners Fund III-A, L.P. holds no Class A ordinary shares with sole voting power or the ability to direct the vote. Banyan Partners III Ltd. holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
	(ii) Shared power to vote or to direct the vote: Banyan Partners Fund III, L.P. holds 54,668,026 Class A ordinary shares with shared voting power or the ability to direct the vote. Banyan Partners Fund III, L.P-A. holds 9,415,519 Class A ordinary shares with shared voting power or the ability to direct the vote. Banyan Partners III Ltd. holds 64,083,545 Class A ordinary shares with shared voting power or the ability to direct the vote.
	(iii) Sole power to dispose or to direct the disposition of: Banyan Partners Fund III, L.P. holds no Class A ordinary shares with sole power to dispose of or direct the disposition of. Banyan Partners Fund III-A, L.P. holds no Class A ordinary shares with sole power to dispose of or direct the disposition of. Banyan Partners III Ltd. holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
	(iv) Shared power to dispose or to direct the disposition of: Banyan Partners Fund III, L.P. holds 54,668,026 Class A ordinary shares with shared power to dispose of or direct the disposition of. Banyan Partners Fund III, L.P-A. holds 9,415,519 Class A ordinary shares with shared power to dispose of or direct the disposition of. Banyan Partners III Ltd. holds 64,083,545 Class A ordinary shares with shared power to dispose of or direct the disposition of.
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.

Banyan Partners Fund III, L.P.

Signature:	/s/ Peter Wong
Name/Title:	Peter Wong/Authorized Signatory
Date:	08/13/2025

Banyan Partners Fund III-A, L.P.

Signature:	/s/ Peter Wong
Name/Title:	Peter Wong/Authorized Signatory
Date:	08/13/2025

Banyan Partners III Ltd.

Signature:	/s/ Peter Wong
Name/Title:	Peter Wong/Authorized Signatory
Date:	08/13/2025

Comments accompanying signature: Not Applicable.

Exhibit Information

Exhibit I: Joint Filing Agreement by and among Banyan Partners Fund III, L.P., Banyan Partners Fund III-A, L.P. and Banyan Partners III Ltd (incorporated by reference to Exhibit I to the Schedule 13G filed with the U.S. Securities and Exchange Commission by the Reporting Persons on February 10, 2021.

FAQ

How many Class A shares of Yatsen (YSG) do Banyan reporting persons hold?

The reporting persons collectively hold 64,083,545 Class A ordinary shares (54,668,026 directly held by Banyan Fund III and 9,415,519 directly held by Banyan Fund III-A).

What percentage of Class A shares does Banyan's position represent?

The aggregate position represents 5.2% of outstanding Class A ordinary shares.

What is Banyan's percentage of aggregate voting power in Yatsen?

Because of the dual-class structure, the reported Class A holdings represent approximately 0.5% of aggregate voting power.

How many total ordinary shares were used to calculate percentages?

Percentages are based on 1,837,165,628 total ordinary shares: 1,236,592,748 Class A and 600,572,880 Class B, as reported in the issuer's 20-F filing.

Does Banyan claim to be part of a group for this filing?

No. The Reporting Persons expressly disclaim status as a 'group' for purposes of this Schedule 13G.

Who may exercise voting and dispositive power over the reported shares?

Banyan III GP, as general partner of Banyan Fund III and Banyan Fund III-A, may exercise voting and dispositive power over the Class A shares held by those funds.