New insider Xu Yi claimed ownership of 45,000 units of Class Z Ordinary Shares and claimed ownership of 24,467,208 units of Class Y Ordinary Shares (SEC Form 3)
$BILI
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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/17/2026 |
3. Issuer Name and Ticker or Trading Symbol
Bilibili Inc. [ BILI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class Z Ordinary Shares(1) | 45,000 | D | |
| Class Y Ordinary Shares | 24,467,208 | I | See footnote(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Forward Sale Contract (obligation to sell) | (3)(4) | (3)(4) | Class Z Ordinary Shares | (3)(4) | (3)(4) | I | See footnote(3)(4) |
| Explanation of Responses: |
| 1. The Class Z Ordinary Shares are held in the form of American Depositary Shares ("ADSs"). Each ADS represents one (1) Class Z Ordinary Share. |
| 2. Represents securities held by Kami Sama Limited (the "Kami Sama"). Kami Sama is controlled by The Homur Trust, a trust established under the laws of Cayman Islands (the "Trust") and managed by TMF (Cayman) Ltd. as the trustee. Mr. Xu is the settlor of the Trust, and Mr. Xu and his family members are the Trust's beneficiaries. |
| 3. On each of March 26, 2025, September 26, 2025 and December 11, 2025, Kami Sama entered into a prepaid variable forward sale contract with an unaffiliated third party buyer (the "Buyer"). Each of these contracts obligates Kami Sama to deliver to the Buyer up to 1,500,000, 400,000 and 1,000,000 ADSs of the Issuer (the "Underlying ADSs"), respectively (or, at Kami Sama's election, an equivalent amount of cash based on the volume weighted average price of the ADS on the relevant valuation date(s) (the "Settlement Price")). Half of the first contract will mature on March 31, 2027, with the remaining half maturing on May 31, 2027, and the remaining two contracts will mature on, September 29, 2027 and December 17, 2027, respectively. Kami Sama pledged the Underlying ADSs to secure its obligations under the contracts. Each contract specifies the "Forward Floor Price" and "Forward Cap Price," [footnote continued] |
| 4. [Continued from footnote] which are based on the volume-weighted average price at which the Buyer established its hedge position during the initial hedge period. The number of ADSs to be delivered by Kami Sama to the Buyer on the maturity date is determined as follows: (a) if the Settlement Price is equal to less than the Forward Floor Price, the Underlying ADSs for such contract; (b) if the Settlement Price is between the Forward Floor Price and the Floor Cap Price, a number of ADSs equal to the product of (i) the Underlying ADSs and (ii) a percentage obtained by dividing the Forward Floor Price by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, a number of ADSs equal to the product of (i) the Underlying ADSs multiplied by (ii) a percentage obtained by dividing (1) the Forward Floor Price plus the difference between the Settlement Price and the Forward Cap Price by (2) the Settlement Price. |
| /s/ Yi Xu | 03/17/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||