UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

Luckin Coffee Inc.

(Name of Issuer)

 

 

Class A Ordinary Shares, par value US$0.000002 per share

(Title of Class of Securities)

 

 

54951L109

(CUSIP Number)

 

 

May 17, 2019

(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 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

54951L109

 

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Darsana Capital Partners LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)  [_]
		(b)  [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	34,435,5001
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	34,435,5001
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	34,435,5001
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.12%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN

---

¹        Represented by (i) 2,500,000 American depositary shares (“ADS”), each of which represents eight Class A Ordinary Shares, par value US$0.000002 per share, and (ii) 14,435,500 Class B Ordinary Shares, each of which are convertible into one Class A ordinary share at any time by the holder thereof.

 

CUSIP No

54951L109

 

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Darsana Capital Partners GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)  [_]
		(b)  [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	34,435,5002
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	34,435,5002
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	34,435,5002
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.12%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, OO

---

²        Represented by (i) 2,500,000 American depositary shares (“ADS”) each of which represents eight Class A Ordinary Shares, par value US$0.000002 per share, and (ii) 14,435,500 Class B Ordinary Shares each of which are convertible into one Class A ordinary share at any time by the holder thereof.

 

CUSIP No

54951L109

 

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Darsana Master Fund LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(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
	0
6.	SHARED VOTING POWER
	34,435,5003
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	34,435,5003
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	34,435,5003
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.12%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

---

³        Represented by (i) 2,500,000 American depositary shares (“ADS”) each of which represents eight Class A Ordinary Shares, par value US$0.000002 per share, and (ii) 14,435,500 Class B Ordinary Shares each of which are convertible into one Class A ordinary share at any time by the holder thereof.

 

CUSIP No

54951L109

 

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Darsana Capital GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
				(a)  [_]
				(b)  [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	34,435,5004
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	34,435,5004
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	34,435,5004
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
				[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.12%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, OO

---

⁴        Represented by (i) 2,500,000 American depositary shares (“ADS”) each of which represents eight Class A Ordinary Shares, par value US$0.000002 per share, and (ii) 14,435,500 Class B Ordinary Shares each of which are convertible into one Class A ordinary share at any time by the holder thereof.

 

 

CUSIP No

54951L109

 

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Anand Desai
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)  [_]
		(b)  [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	34,435,5005
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	34,435,5005
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	34,435,5005
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.12%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  HC, IN

---

⁵        Represented by (i) 2,500,000 American depositary shares (“ADS”) each of which represents eight Class A Ordinary Shares, par value US$0.000002 per share, and (ii) 14,435,500 Class B Ordinary Shares each of which are convertible into one Class A ordinary share at any time by the holder thereof.

 

CUSIP No

54951L109

 

Item 1.	(a).	Name of Issuer:
		Luckin Coffee Inc.

 

	(b).	Address of Issuer's Principal Executive Offices:
		17F Block A, Tefang Portman Tower No. 81 Zhanhong Road Siming District, Xiamen, Fujian People's Republic of China, 361008

 

Item 2.	(a).	Name of Person Filing:
		Darsana Capital Partners LP Darsana Capital Partners GP LLC Darsana Master Fund LP Darsana Capital GP LLC Anand Desai

 

	(b).	Address of Principal Business Office, or if None, Residence:
		40 West 57th Street, 15th Floor New York, New York 10019

 

	(c).	Citizenship:   Darsana Capital Partners LP - Delaware Darsana Capital Partners GP LLC -Delaware Darsana Master Fund LP - Cayman Islands Darsana Capital GP LLC - Delaware Anand Desai – United States of America
	(d).	Title of Class of Securities:
		Class A Ordinary Shares, par value US$0.000002 per share

 

	(e).	CUSIP Number:
		54951L109

 

Item 3.

If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 

(a)

[_]

Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

 

(b)

[_]

Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

 

(c)

[_]

Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

 

(d)

[_]

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

[_]

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 

(f)

[_]

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

(g)

[_]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

[_]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 

(i)

[_]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

[_]

Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

 

 

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.

 

(a)

Amount beneficially owned:6

 

34,435,500 shares deemed beneficially owned by Darsana Capital Partners LP 34,435,500 shares deemed beneficially owned by Darsana Capital Partners GP LLC 34,435,500 shares deemed beneficially owned by Darsana Master Fund LP 34,435,500 shares deemed beneficially owned by Darsana Capital GP LLC 34,435,500 shares deemed beneficially owned by Anand Desai

 

(b)

Percent of class:

 

11.12% deemed beneficially owned by Darsana Capital Partners LP 11.12% deemed beneficially owned by Darsana Capital Partners GP LLC 11.12% deemed beneficially owned by Darsana Master Fund LP 11.12% deemed beneficially owned by Darsana Capital GP LLC 11.12% deemed beneficially owned by Anand Desai

 

(c)

Number of shares as to which Darsana Capital Partners LP has:

 

		(i)	Sole power to vote or to direct the vote	0
		(ii)	Shared power to vote or to direct the vote	34,435,500
		(iii)	Sole power to dispose or to direct the disposition of	0
		(iv)	Shared power to dispose or to direct the disposition of	34,435,500

 

		Number of shares as to which Darsana Capital Partners GP LLC has:
		(i)	Sole power to vote or to direct the vote	0
		(ii)	Shared power to vote or to direct the vote	34,435,500
		(iii)	Sole power to dispose or to direct the disposition of	0
		(iv)	Shared power to dispose or to direct the disposition of	34,435,500

 

		Number of shares as to which Darsana Master Fund LP has:
		(i)	Sole power to vote or to direct the vote	0
		(ii)	Shared power to vote or to direct the vote	34,435,500
		(iii)	Sole power to dispose or to direct the disposition of	0
		(iv)	Shared power to dispose or to direct the disposition of	34,435,500

 

---

^[6]        Represented by (i) 2,500,000 American depositary shares (“ADS”) each of which represents eight Class A Ordinary Shares, par value US$0.000002 per share, and (ii) 14,435,500 Class B Ordinary Shares each of which are convertible into one Class A ordinary share at any time by the holder thereof.

 

Number of shares as to which Darsana Capital GP LLC has:

 

		(i)	Sole power to vote or to direct the vote	0
		(ii)	Shared power to vote or to direct the vote	34,435,500
		(iii)	Sole power to dispose or to direct the disposition of	0
		(iv)	Shared power to dispose or to direct the disposition of	34,435,500

 

Number of shares as to which Anand Desai has:

 

		(i)	Sole power to vote or to direct the vote	0
		(ii)	Shared power to vote or to direct the vote	34,435,500
		(iii)	Sole power to dispose or to direct the disposition of	0
		(iv)	Shared power to dispose or to direct the disposition of	34,435,500

 

Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].
	N/A
Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
	N/A
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
	N/A
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
	N/A

 

Item 9.	Notice of Dissolution of Group.
	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
	N/A
Item 10.	Certification.
	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.

 

 

 

 

 

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.

 

		May 28, 2019
		(Date)
Darsana Capital Partners LP* By Darsana Capital Partners GP LLC, Its General Partner		/s/ Anand Desai Signature Anand Desai Chief Executive Officer
Darsana Capital Partners GP LLC*		/s/ Anand Desai Signature Anand Desai Chief Executive Officer
Darsana Master Fund LP By Darsana Capital GP LLC, Its General Partner		/s/ Anand Desai Signature Anand Desai Chief Executive Officer
Darsana Capital GP LLC*		/s/ Anand Desai Signature Anand Desai Chief Executive Officer
Anand Desai*		/s/ Anand Desai Signature

*The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

 

Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13G dated May 28, 2019 relating to the Class A Ordinary Shares, par value US$0.000002 per share of Luckin Coffee Inc. shall be filed on behalf of the undersigned.

 

Darsana Capital Partners LP By Darsana Capital Partners GP LLC, Its General Partner		/s/ Anand Desai Signature Anand Desai Chief Executive Officer
Darsana Capital Partners GP LLC		/s/ Anand Desai Signature Anand Desai Chief Executive Officer
Darsana Master Fund LP By Darsana Capital GP LLC, Its General Partner		/s/ Anand Desai Signature Anand Desai Chief Executive Officer
Darsana Capital GP LLC		/s/ Anand Desai Signature Anand Desai Chief Executive Officer
Anand Desai		/s/ Anand Desai Signature