SC 13D/A 1 p21-2220sc13da.htm I-MAB

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

I-MAB
(Name of Issuer)

Ordinary Shares
(Title of Class of Securities)

44975P103**
(CUSIP Number)

Richard A. Hornung HHLR Advisors, Ltd. Office #122, Windward 3 Building, Regatta Office Park West Bay Road, Grand Cayman Cayman Islands, KY1-9006 + 345-749-8643 With a copy to: Eleazer N. Klein, Esq. Adriana F. Schwartz, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 (212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 23, 2021
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 5 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 44975P103 has been assigned to the American Depositary Shares ("ADSs") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "IMAB." Each 10 ADSs represents 23 Ordinary Shares.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 44975P103

SCHEDULE 13D/A

Page 2 of 7 Pages

1	NAME OF REPORTING PERSON HHLR Advisors, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 16,520,560 Ordinary Shares*
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 16,520,560 Ordinary Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 16,520,560 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON IA

* Consists of (i) 7,182,850 ADSs representing 16,520,555 ordinary shares held by funds managed by HHLR (as defined below) and (ii) 5 ordinary shares held by a fund managed by HIM (as defined below). HHLR and HIM are under common control and share certain policies, personnel and resources.

CUSIP No. 44975P103

SCHEDULE 13D/A

Page 3 of 7 Pages

1	NAME OF REPORTING PERSON Hillhouse Investment Management, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 16,520,560 Ordinary Shares*
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 16,520,560 Ordinary Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 16,520,560 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON IA

* Consists of (i) 7,182,850 ADSs representing 16,520,555 ordinary shares held by funds managed by HHLR and (ii) 5 ordinary shares held by a fund managed by HIM. HHLR and HIM are under common control and share certain policies, personnel and resources.

CUSIP No. 44975P103

SCHEDULE 13D/A

Page 4 of 7 Pages

This Amendment No. 4 ("Amendment No. 4") amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on September 14, 2020, as amended by Amendment No. 1 filed on December 21, 2021, Amendment No. 2 filed on March 25, 2021, Amendment No. 3 filed on June 24, 2021 and as amended hereby (the "Schedule 13D"), with respect to the ordinary shares, par value $0.0001 per share (the "Ordinary Shares") of I-MAB, an exempted Cayman Islands company (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. This Amendment No. 4 amends Items 2, 3 and 5(a)-(c) as set forth below.

Item 2.	Identity and Background

	Item 2 of the Schedule 13D is hereby amended and restated as follows:

	This Schedule 13D is filed by HHLR Advisors, Ltd., an exempted Cayman Islands company ("HHLR") and Hillhouse Investment Management, Ltd., an exempted Cayman Islands company ("HIM"). The foregoing persons are hereinafter sometimes each referred to as a "Reporting Person" and collectively referred to as the "Reporting Persons."

	HHLR acts as the sole investment manager of YHG Investment, L.P. ("YHG") and the sole management company of HHLR Fund, L.P. ("HHLR Fund"). HHLR is hereby deemed to be the beneficial owner of, and to control the voting and investment power of, the Voting Ordinary Shares held by HHLR Fund and YHG.

	HIM acts as the sole management company of Hillhouse Fund IV, L.P. ("Fund IV"). Fund IV owns HH IMB Holdings Limited ("HH IMB", and together with YHG and HHLR Fund, the "Hillhouse Entities"). HIM is hereby deemed to be the beneficial owner of, and to control the voting and investment power of, the Voting Ordinary Shares held by HH IMB.

	HHLR and HIM are under common control and share certain policies, personnel and resources. Accordingly, each of HHLR and HIM reports on this Schedule 13D that it has shared voting and dispositive power of the Ordinary Shares beneficially owned by each of HHLR and HIM.

	The principal business of each of HHLR and HIM is investment management and its business address is Office #122, Windward 3 Building, Regatta Office Park, West Bay Road, Grand Cayman, Cayman Islands, KY1-9006. The directors of each of HHLR and HIM are Colm O'Connell and Bridget Kidner. Mr. O'Connell and Ms. Kidner are employees of each of HHLR and HIM and Mr. Lei Zhang is the Founder and President of each of HHLR and HIM.

	During the past five years neither of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, any of their directors or executive officers has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to United States federal or state securities laws or finding any violation with respect to such laws.

	The filing of this statement should not be construed as an admission that the Reporting Persons are, for the purposes of Section 13 of the Act, the beneficial owner of the Ordinary Shares reported herein.

CUSIP No. 44975P103

SCHEDULE 13D/A

Page 5 of 7 Pages

Item 3.	Source and Amounts of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated as follows:

	YHG and HHLR Fund used internally generated funds to purchase the securities of the Issuer held by them that are reported in this Schedule 13D. YHG and HHLR Fund used a total of approximately $260 million in the aggregate to acquire the Ordinary Shares (including the Ordinary Shares represented by ADSs) held by them, including those acquired through the exercise of Call Options and Warrants. HH IMB used internally generated funds to purchase securities of the Issuer held by it that are reported in this Schedule 13D. HH IMB used a total of approximately $29 in the aggregate to acquire the 5 remaining Ordinary Shares held by it.

Item 5.	Interest in Securities of the Issuer

Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:

(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by each Reporting Person. The percentage used in this Schedule 13D is calculated based upon 177,014,055 Ordinary Shares outstanding as of June 30, 2021 as reported in Exhibit 99.1 to the Issuer's Report of Foreign Issuer filed on Form 6-K with the Securities and Exchange Commission on August 31, 2021.

(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c)	Information concerning transactions in the Ordinary Shares effected by the Reporting Persons in the last 60 days is set forth in Annex A hereto and is incorporated herein by reference.

CUSIP No. 44975P103

SCHEDULE 13D/A

Page 6 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Date: September 27, 2021

	HHLR Advisors, Ltd.


	/s/ Richard A. Hornung
	Name: Richard A. Hornung
	Title: General Counsel and Chief Compliance Officer

	HILLHOUSE INVESTMENT MANAGEMENT, LTD.


	/s/ Richard A. Hornung
	Name: Richard A. Hornung
	Title: General Counsel and Chief Compliance Officer

CUSIP No. 44975P103

SCHEDULE 13D/A

Page 7 of 7 Pages

Annex A

Transactions in the Issuer's Ordinary Shares in the Past 60 Days

The following tables set forth transactions in the Ordinary Shares in the past 60 days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share is net of commissions.

Trade Date	Shares Sold	Price Per Share ($)
09/23/2021	1,100,000	66.50

SEC Form SC 13D/A filed by I-MAB (Amendment)