| Item 1. | |
| (a) | Name of issuer:
Hesai Group |
| (b) | Address of issuer's principal executive offices:
9th Floor, Building L2-B, 1588 Zhuguang Road, Qingpu District, Shanghai, F4, 201702. |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Lightspeed Opportunity Fund, L.P. ("Opportunity")
Lightspeed General Partner Opportunity Fund, L.P. ("LGP")
Lightspeed Ultimate General Partner Opportunity Fund, Ltd. ("LUGP")
Arif Janmohamed ("Janmohamed")
Ravi Mhatre ("Mhatre")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. |
| (b) | Address or principal business office or, if none, residence:
c/o Lightspeed Venture Partners
2200 Sand Hill Road
Menlo Park, CA 94025 |
| (c) | Citizenship:
Opportunity Cayman Islands
LGP Cayman Islands
LUGP Cayman Islands
Janmohamed United States
Mhatre United States |
| (d) | Title of class of securities:
Class B ordinary shares, par value US$0.0001 |
| (e) | CUSIP No.:
428050108 |
| Item 3. | If this statement is filed pursuant to §§ 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 Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
There is no CUSIP number assigned to the Class B ordinary shares. CUSIP number 428050108 has been assigned to the American Depositary Shares ("ADSs") of the Issuer. Each ADS represents one Class B ordinary share.
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference.
Opportunity directly holds 8,000,000 ADS of the Issuer, representing an aggregate of 8,000,000 Class B ordinary shares.
LGP is the general partner of Opportunity and LUGP is the general partner of LGP. Each of Janmohamed and Mhatre is a director of LUGP. Each of LGP, LUGP, Janmohamed and Mhatre possesses power to direct the voting and disposition of the securities held by Opportunity. |
| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentage of the Issuer's Class B ordinary shares beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference. The percentage set forth in each row 11 is based upon a total of 96,995,110 Class B ordinary shares outstanding as of December 31, 2023, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2024. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference.
|
| | (ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference.
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| | (iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference.
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| | (iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)