Schedule 13G Amendment No. 2

Name of Reporting Persons

  I.R.S. Identification Nos. of Above Persons (Entities Only)

  Sunwei Chen

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Grenada

SC 13G/A 1 d77380dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 2 Schedule 13G Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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)

February 16, 2021

(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)

*	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.

**	CUSIP number 81807M106 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Global Select Market under the symbol “YQ”. Two ADSs represent five Class A ordinary shares of the Issuer.

The information required in 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. 81807M106		SCHEDULE 13G


CUSIP No. 81807M106		SCHEDULE 13G


CUSIP No. 81807M106		SCHEDULE 13G


CUSIP No. 81807M106		SCHEDULE 13G


CUSIP No. 81807M106		SCHEDULE 13G

Item 1.

(a)

Name of Issuer:

17 Education & Technology Group Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

16/F, Block B, Wangjing Greenland Center, Chaoyang District, Beijing 100102, People’s Republic of China.

Item 2.

(a)

Name of Person Filing:

(1)

Sunwei Chen (“Mr. Chen”)

(2)

Walden Investments Group Limited (“Walden Investments”)

(3)

Jasmine City Limited (“Jasmine City”)

(4)

Success Tycoon Limited (“Success Tycoon”)

Mr. Chen, Walden Investments, Jasmine City and Success Tycoon (collectively, the “Filing Persons”) have entered into a Joint Filing Agreement, a copy of which is filed with this amendment to Schedule 13G as Exhibit 99.1. Pursuant to the Joint Filing Agreement, the Filing Persons have agreed to file this amendment to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

(b)

Address of Principal Business Office, or if none, Residence:

(1)

Mr. Chen: c/o 16/F, Shing Lee Commercial Building, 8 Wing Kut Street, Central, Hong Kong.

(2)

Walden Investments: 16/F, Shing Lee Commercial Building, 8 Wing Kut Street, Central, Hong Kong.

(3)

Jasmine City: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

(4)

Success Tycoon: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

(c)

Citizenship:

(1)

Mr. Chen: Grenada

(2)

Walden Investments: British Virgin Islands

(3)

Jasmine City: British Virgin Islands

(4)

Success Tycoon: British Virgin Islands

(d)

Title of Class of Securities:

Class A Ordinary Shares, par value $0.0001 per share, of the Issuer

(e)

CUSIP Number:

81807M106

CUSIP number 81807M106 has been assigned to the American depositary shares (“ADSs”) of the Issuer. Two ADSs represent five Class A ordinary shares of the Issuer.

Item 3.

If this statement is filed pursuant to Sections §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable.


CUSIP No. 81807M106		SCHEDULE 13G

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


Reporting Person	Amount beneficially owned			Percent of class(4)			Sole power to vote or direct the vote			Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition of			Shared power to dispose or to direct the disposition of
Mr. Chen(1)		33,092,848	(1)		8.0	%		33,092,848	(1)		0		33,092,848	(1)		0
Walden Investments(2)		25,550,628	(2)		6.2	%		25,550,628	(2)		0		25,550,628	(2)		0
Jasmine City(2)		25,550,628	(2)		6.2	%		25,550,628	(2)		0		25,550,628	(2)		0
Success Tycoon(3)		7,500,000	(3)		1.8	%		7,500,000	(3)		0		7,500,000	(3)		0

Notes:

(1)

Represents (i) 25,325,628 Class A ordinary shares held by Walden Investments immediately prior to the completion of the initial public offering of the Issuer, (ii) 90,000 ADSs (representing 225,000 Class A ordinary shares) purchased on the open market on January 21, 2021 held by Walden Investments, (iii) 3,000,000 ADSs (representing 7,500,000 Class A ordinary shares) purchased on the open market between January 19 and February 16, 2021 held by Success Tycoon, and (iv) 16,888 ADSs (representing 42,220 Class A ordinary shares) purchased on the open market between February 19 and February 24, 2021 held directly by Mr. Chen.

(2)

Represents (i) 25,325,628 Class A ordinary shares held by Walden Investments immediately prior to the completion of the initial public offering of the Issuer, and (ii) 90,000 ADSs (representing 225,000 Class A ordinary shares) purchased on the open market on January 21, 2021 held by Walden Investments. Walden Investments is wholly-owned by Jasmine City, a company wholly-owned by Mr. Chen.

(3)

Represents 3,000,000 ADSs (representing 7,500,000 Class A ordinary shares) purchased on the open market between January 19 and February 16, 2021 held by Success Tycoon. Success Tycoon is a company wholly-owned by Mr. Chen.

(4)

This percentage is based on 411,211,902 Class A ordinary shares of the Issuer reported to be outstanding in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission dated December 3, 2020, assuming the underwriters did not exercise their over-allotment option.

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.

Ownership of More than Five 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.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

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.

Date: February 26, 2021


Sunwei Chen

	/s/ Sunwei Chen

Walden Investments Group Limited

By:	/s/ Sunwei Chen
	Name:	Sunwei Chen
	Title:	Director

Jasmine City Limited

By:	/s/ Sunwei Chen
	Name:	Sunwei Chen
	Title:	Director

Success Tycoon Limited

By:	/s/ Sunwei Chen
	Name:	Sunwei Chen
	Title:	Director

EXHIBITS INDEX


EXHIBIT NO.		EXHIBITS

99.1		Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on January 29, 2021 by the Filing Persons with the Securities and Exchange Commission)

SEC Form SC 13G/A filed