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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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KE Holdings Inc. (Name of Issuer) |
Class A ordinary shares, par value US$0.00002 per share (Title of Class of Securities) |
(CUSIP Number) |
Grain Bud Holding Limited Luna Tower, Waterfront Drive, Road Town, Tortola, D8, VG1110 86 10 5810 4689 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/14/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Propitious Global Holdings 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
849,601,280.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Grain Bud Holding 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
849,601,280.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Z&Z Trust | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
849,601,280.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
ZHU Yan | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
849,639,740.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value US$0.00002 per share | |
| (b) | Name of Issuer:
KE Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Oriental Electronic Technology Building, No. 2 Chuangye Road, Haidian District, Beijing,
CHINA
, 100086. | |
Item 1 Comment:
The Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "Commission") on July 29, 2021 as amended and supplemented by (i) Amendment No. 1 filed with the Commission on July 29, 2021, (ii) Amendment No. 2 filed with the Commission on November 8, 2021, (iii) Amendment No. 3 filed with the Commission on December 30, 2021, and (iv) Amendment No. 4 filed with the Commission on May 18, 2022 (collectively, the "Statement"), is hereby further amended and supplemented by this Amendment No. 5 to Schedule 13D (the "Amendment"). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | No change from the Statement. | |
| (b) | The registered office address of Propitious Global Holdings Limited and Grain Bud Holding Limited is Luna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin Islands. No other change from the Statement. | |
| (c) | The registered office address of Propitious Global Holdings Limited and Grain Bud Holding Limited is Luna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin Islands. No other change from the Statement. | |
| (d) | No change from the Statement. | |
| (e) | No change from the Statement. | |
| (f) | No change from the Statement. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
No change from the Statement. | ||
| Item 4. | Purpose of Transaction | |
No change from the Statement. The securities beneficially owned by the Reporting Persons did no change in the past 60 days, and this Amendment is being filed to reflect a change in the beneficial ownership percentage of the Reporting Persons due to a change in the number of ordinary shares issued of the Issuer, following the completion of the Issuer's share repurchase and cancellation. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 7 through 11 and Item 13 of each of the cover pages of this Statement for the Reporting Persons are incorporated herein by reference. | |
| (b) | Items 7 through 11 and Item 13 of each of the cover pages of this Statement for the Reporting Persons are incorporated herein by reference. | |
| (c) | To the knowledge of the Reporting Persons, none of the Reporting Persons has effected any transactions in the Class A ordinary shares during the past 60 days. | |
| 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.
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