SC 13G 1 tm216650d2_sc13g.htm SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. ___________)*

17 Education & Technology Group Inc.

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

81807M106**

(CUSIP Number)

December 31, 2020

(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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	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 the disclosures provided in a prior cover page.

**	The CUSIP Number is for the American Depositary Shares relating to Class A ordinary shares that trade on the NASDAQ Global Select Market.

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).

(Continued on following pages)

Page 1 of 23

Exhibit Index on Page 21

CUSIP # 81807M106

Page 2 of 23

1	NAME OF REPORTING PERSONS H Capital I, L.P. (“H Capital I”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
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 22,308,979 shares, all of which are directly owned by H Capital I, except that H Capital I GP, L.P. (“Partner I”), the general partner of H Capital I, H Capital I GP, Ltd. (“H Capital I Ltd”), the general partner of Partner I, and Xiaohong Chen (“Director”), the director of H Capital I Ltd, may be deemed to have sole voting power.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 22,308,979 shares, all of which are directly owned by H Capital I, except that Partner I, H Capital I Ltd and Director may be deemed to have sole dispositive power.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	22,308,979
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	5.4%*
12	TYPE OF REPORTING PERSON	PN

SEC Form SC 13G filed