| Item 1. | |
| (a) | Name of issuer:
SHARKNINJA, INC. |
| (b) | Address of issuer's principal executive offices:
89 A Street #100 Needham, MA, 02494 |
| Item 2. | |
| (a) | Name of person filing:
CJ Xuning Wang ("Mr. Wang")
JS&W Global Holding Limited Partnership ("JS&W Global Holding")
JS&W Capital Holding Limited Partnership ("JS&W Capital Holding")
(collectively, the "Reporting Persons") |
| (b) | Address or principal business office or, if none, residence:
The address of principal business office of Mr. Wang is c/o SharkNinja, Inc., 89 A Street, Needham, MA 02494.
The address of principal business office of JS&W Global Holding is Unit 1, 39/F, East Tower of Cheung Kong Center II, 10 Harcourt Road, Central, Hong Kong.
The address of principal business office of JS&W Capital Holding is Unit 1, 39/F, East Tower of Cheung Kong Center II, 10 Harcourt Road, Central, Hong Kong. |
| (c) | Citizenship:
Mr. Wang - Hong Kong, the People's Republic of China
JS&W Global Holding - Cayman Islands
JS&W Capital Holding - Cayman Islands |
| (d) | Title of class of securities:
Ordinary Shares, par value of $0.0001 per share |
| (e) | CUSIP No.:
G8068L108 |
| 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);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (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:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Mr. Wang: 67,885,096 ordinary shares;
JS&W Global Holding: 57,160,260 ordinary shares;
JS&W Capital Holding: 9,802,170 ordinary shares. |
| (b) | Percent of class:
Mr. Wang: 48.4%
JS&W Global Holding: 40.7%
JS&W Capital Holding: 7.0%
The foregoing percentages are calculated based on 140,347,436 ordinary shares issued and outstanding as reported on the Issuer's Form 20-F dated March 31, 2025. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Mr. Wang: 922,666
JS&W Global Holding: 0
JS&W Capital Holding: 0
|
| | (ii) Shared power to vote or to direct the vote:
Mr. Wang: 66,962,430
JS&W Global Holding: 57,160,260
JS&W Capital Holding: 9,802,170
|
| | (iii) Sole power to dispose or to direct the disposition of:
Mr. Wang: 922,666
JS&W Global Holding: 0
JS&W Capital Holding: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Mr. Wang: 66,962,430
JS&W Global Holding: 57,160,260
JS&W Capital Holding: 9,802,170
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
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. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(d)