Yatsen Holding Limited (YSG): Amendment No. 6 to Schedule 13G reports updated beneficial ownership by Banyan entities. Banyan Partners III Ltd., as general partner of the reporting funds, is deemed to beneficially own 14,517,545 Class A ordinary shares, representing 1.2% of the outstanding Class A shares, 0.8% of total ordinary shares, and 0.11% of aggregate voting power.
The position consists of 12,383,206 Class A shares held by Banyan Partners Fund III, L.P. and 2,134,339 Class A shares held by Banyan Partners Fund III‑A, L.P. The reporting persons expressly disclaim status as a “group,” and each fund disclaims beneficial ownership of shares directly held by the other. Percentages are based on 1,236,592,748 Class A and 600,572,880 Class B shares outstanding as of February 28, 2025; Class A has one vote per share and Class B has twenty votes per share. The stated event date is September 30, 2025.
Positive
None.
Negative
None.
Insights
Routine ownership update: 14.52M Class A, 1.2% stake, low voting power.
This filing updates beneficial ownership in Yatsen Holding Limited by Banyan-affiliated entities. The general partner, Banyan Partners III Ltd., is attributed 14,517,545 Class A shares, sourced from two funds with 12,383,206 and 2,134,339 shares respectively. The entities disclaim group status and cross-disclaim each other’s holdings.
The capital structure matters: as of February 28, 2025 there were 1,236,592,748 Class A and 600,572,880 Class B shares. With Class B carrying twenty votes per share, the filing reports only 0.11% aggregate voting power for the reported Class A position, underscoring limited influence.
The event date is September 30, 2025. Future ownership levels will depend on subsequent holdings disclosures; no transaction terms are indicated here.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
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)
09/30/2025
(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
12,383,206.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,383,206.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,383,206.00
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)
1.0 %
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 12,383,206 Class A ordinary shares are held by Banyan Fund III directly. Banyan Fund III-A directly holds 2,134,339 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 0.09% 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
2,134,339.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,134,339.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,134,339.00
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)
0.2 %
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 2,134,339 Class A ordinary shares are held by Banyan Fund III-A directly. Banyan Fund III directly holds 12,383,206 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 0.02% 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
14,517,545.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,517,545.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,517,545.00
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)
1.2 %
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) 12,383,206 Class A ordinary shares directly held by Banyan Fund III and (ii) 2,134,339 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 0.11% 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 12,383,206 Class A ordinary shares.
Banyan Partners Fund III-A, L.P. directly holds 2,134,339 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 14,517,545 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 1.0% of the outstanding Class A ordinary shares, 0.7% of the total outstanding ordinary shares and 0.09% of the aggregate voting power.
Banyan Partners Fund III-A, L.P. beneficially owns 0.2% of the outstanding Class A ordinary shares, 0.1% of the total outstanding ordinary shares and 0.02% 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 1.2% of the outstanding Class A ordinary shares, 0.8% of the total outstanding ordinary shares and 0.11% 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 12,383,206 Class A ordinary shares with shared voting power or the ability to direct the vote.
Banyan Partners Fund III, L.P-A. holds 2,134,339 Class A ordinary shares with shared voting power or the ability to direct the vote.
Banyan Partners III Ltd. holds 14,517,545 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 12,383,206 Class A ordinary shares with shared power to dispose of or direct the disposition of.
Banyan Partners Fund III, L.P-A. holds 2,134,339 Class A ordinary shares with shared power to dispose of or direct the disposition of.
Banyan Partners III Ltd. holds 14,517,545 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.
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:
11/14/2025
Banyan Partners Fund III-A, L.P.
Signature:
/s/ Peter Wong
Name/Title:
Peter Wong/Authorized Signatory
Date:
11/14/2025
Banyan Partners III Ltd.
Signature:
/s/ Peter Wong
Name/Title:
Peter Wong/Authorized Signatory
Date:
11/14/2025
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.
What did Banyan report in Amendment No. 6 for YSG?
They reported 14,517,545 Class A ordinary shares beneficially owned via the general partner, reflecting updated holdings across affiliated funds.
How many YSG shares does each Banyan fund hold?
Banyan Partners Fund III, L.P. holds 12,383,206 Class A shares; Banyan Partners Fund III‑A, L.P. holds 2,134,339 Class A shares.
What percent of YSG does the Banyan position represent?
It represents 1.2% of outstanding Class A shares, 0.8% of total ordinary shares, and 0.11% of aggregate voting power.
What is the event date for this ownership update?
The filing lists the Date of Event Which Requires Filing as September 30, 2025.
What are YSG’s outstanding shares used for the calculation?
As of February 28, 2025: 1,236,592,748 Class A and 600,572,880 Class B shares, per the company’s 20‑F.
Do the reporting persons claim to be a group?
No. The reporting persons expressly disclaim status as a “group” and cross‑disclaim beneficial ownership of the other fund’s shares.
How do YSG’s share classes affect voting power?
Each Class A has one vote; each Class B has twenty votes and is convertible into one Class A. This results in 0.11% voting power for the reported stake.
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