SC 13G/A

Names of Reporting Persons

Warburg Pincus Cango Fintech Investment Company Limited

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

(a) ☒ (b) ☐

SEC Use Only

Citizenship or Place of Organization

British Virgin Islands

SC 13G/A 1 d477269dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Cango Inc.

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

137586103⁽¹⁾

(CUSIP Number)

December 31, 2022

(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 disclosures provided in a prior cover page.

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).

⁽¹⁾	This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Class A Ordinary Shares of the Issuer

(1)	Represents 48,601,124 Class A Ordinary Shares, par value US$0.0001 per share (“Class A Ordinary Shares”) in the form of 24,300,562 American Depositary Shares (“ADSs”).

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 15,652,234.99 Class A Ordinary Shares in the form of 7,826,117.49 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 3,140,361.63 Class A Ordinary Shares in the form of 1,570,180.81 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 451,747.45 Class A Ordinary Shares in the form of 225,873.72 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 2,578,289.63 Class A Ordinary Shares in the form of 1,289,144.81 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 844,444.53 Class A Ordinary Shares in the form of 422,222.26 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 1,633,483.78 Class A Ordinary Shares in the form of 816,741.89 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 22,204,395.52 Class A Ordinary Shares in the form of 11,102,197.76 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 2,096,166.48 Class A Ordinary Shares in the form of 1,048,083.24 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

(1)	Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs.

(2)	Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022.

Amendment No. 2 to Schedule 13G

This Amendment No. 2 to Schedule 13G (this “Amendment”) amends and supplements the Schedule 13G filed by the Reporting Persons on February 14, 2019 (the “Original Schedule 13G” as previously amended on February 7, 2020, and as amended and supplemented by this Amendment, the “Schedule 13G”), relating to the Class A Ordinary Shares, of Cango Inc., a Cayman Islands exempted company (the “Issuer”).

Except as specifically amended by this Amendment, items in the First Amended Schedule 13G and Original Schedule 13G are unchanged.

Item 4. Ownership

Item 4 (a) - (b) of the Original Schedule 13G is hereby amended and restated as follows:

(a) - (b) The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 5 through 9 and row 11 of the cover pages of this Schedule 13G and are incorporated herein by reference.

The calculations of the percentage of Class A Ordinary Shares beneficially owned by each Reporting Person are based on the 206,506,455 Class A Ordinary Shares outstanding as December 31, 2021, as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 26, 2022.

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.

Dated: April 4, 2023


Warburg Pincus Cango Fintech Investment Company Limited

By:		/s/ David Sreter
Name:		David Sreter
Title:		Director

Warburg Pincus Private Equity XII, L.P.

By:		Warburg Pincus XII, L.P., its general partner
By:		WP Global LLC, its general partner
By:		Warburg Pincus Partners II, L.P., its managing member
By:		Warburg Pincus Partners GP LLC, its general partner
By:		Warburg Pincus & Co., its managing member

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory

Warburg Pincus Private Equity XII-B, L.P.

By:		Warburg Pincus XII, L.P., its general partner
By:		WP Global LLC, its general partner
By:		Warburg Pincus Partners II, L.P., its managing member
By:		Warburg Pincus Partners GP LLC, its general partner
By:		Warburg Pincus & Co., its managing member

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory

Warburg Pincus Private Equity XII-D, L.P.

By:		Warburg Pincus XII, L.P., its general partner
By:		WP Global LLC, its general partner
By:		Warburg Pincus Partners II, L.P., its managing member
By:		Warburg Pincus Partners GP LLC, its general partner
By:		Warburg Pincus & Co., its managing member

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory


Warburg Pincus Private Equity XII-E, L.P.

By:		Warburg Pincus XII, L.P., its general partner
By:		WP Global LLC, its general partner
By:		Warburg Pincus Partners II, L.P., its managing member
By:		Warburg Pincus Partners GP LLC, its general partner
By:		Warburg Pincus & Co., its managing member

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory

WP XII Partners, L.P.

By:		Warburg Pincus XII, L.P., its general partner
By:		WP Global LLC, its general partner
By:		Warburg Pincus Partners II, L.P., its managing member
By:		Warburg Pincus Partners GP LLC, its general partner
By:		Warburg Pincus & Co., its managing member

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory

Warburg Pincus XII Partners, L.P.

By:		Warburg Pincus XII, L.P., its general partner
By:		WP Global LLC, its general partner
By:		Warburg Pincus Partners II, L.P., its managing member
By:		Warburg Pincus Partners GP LLC, its general partner
By:		Warburg Pincus & Co., its managing member

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory

Warburg Pincus China (Cayman), L.P.

By:		Warburg Pincus (Cayman) China GP, L.P., its general partner
By:		Warburg Pincus (Cayman) China GP LLC, its general partner
By:		Warburg Pincus Partners II (Cayman), L.P., its managing member
By:		Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory


Warburg Pincus China Partners (Cayman), L.P..

By:		Warburg Pincus (Cayman) China GP, L.P., its general partner
By:		Warburg Pincus (Cayman) China GP LLC, its general partner
By:		Warburg Pincus Partners II (Cayman), L.P., its managing member
By:		Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory

Warburg Pincus LLC

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Managing Director

Warburg Pincus XII, L.P.

By:		WP Global LLC, its general partner
By:		Warburg Pincus Partners II, L.P., its managing member
By:		Warburg Pincus Partners GP LLC, its general partner
By:		Warburg Pincus & Co., its managing member

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory

WP Global LLC

By:		Warburg Pincus Partners II, L.P., its managing member
By:		Warburg Pincus Partners GP LLC, its general partner
By:		Warburg Pincus & Co., its managing member

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory

Warburg Pincus Partners II, L.P.

By:		Warburg Pincus Partners GP LLC, its general partner
By:		Warburg Pincus & Co., its managing member

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory

Warburg Pincus Partners GP LLC

By:		Warburg Pincus & Co., its managing member

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory


Warburg Pincus & Co.

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory

Warburg Pincus (Cayman) China GP, L.P.

By:		Warburg Pincus (Cayman) China GP LLC, its general partner
By:		Warburg Pincus Partners II (Cayman), L.P., its managing member
By:		Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory

Warburg Pincus (Cayman) China GP LLC

By:		Warburg Pincus Partners II (Cayman), L.P., its managing member
By:		Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory

Warburg Pincus Partners II (Cayman), L.P.

By:		Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory

Warburg Pincus (Bermuda) Private Equity GP Ltd.

By:		/s/ Robert B. Knauss
Name:		Robert B. Knauss
Title:		Authorised Signatory

SEC Form SC 13G/A filed by Cango Inc. (Amendment)