Amendment: New insider Ran Wei claimed ownership of 16,967,310 units of Class A Ordinary Shares (SEC Form 3)
$WDH
Specialty Insurers
Finance
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/17/2026 |
3. Issuer Name and Ticker or Trading Symbol
Waterdrop Inc. [ WDH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 03/16/2026 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Ordinary Shares | 11,088,000 | I | See footnote(1) |
| Class A Ordinary Shares | 1,000,000 | I | See footnote(2) |
| Class A Ordinary Shares(3) | 1,039,630 | D | |
| Class A Ordinary Shares(4) | 2,083,340 | D | |
| Class A Ordinary Shares(5) | 56,340 | D | |
| Class A Ordinary Shares(6) | 500,000 | D | |
| Class A Ordinary Shares(7) | 1,200,000 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Share Options (Right to Buy) | (8) | (8) | Class A ordinary shares | 200,000 | (8) | D | |
| Explanation of Responses: |
| 1. Represents 11,088,000 Class A ordinary shares held of record by Christmastrees Holdings Limited, a British Virgin Islands company. Mr. Ran is the sole director of Christmastrees Holdings Limited and has the sole power to vote and dispose of the securities held by such entity. |
| 2. Represents Mr. Ran's indirect pecuniary interest in 1,000,000 Class A ordinary shares held of record by Ark Trust (Hong Kong) Limited, a Hong Kong company. Mr. Wei Ran disclaims beneficial ownership of the shares held by Ark Trust (Hong Kong) Limited except to the extent of any indirect pecuniary interest therein. |
| 3. Represents 1,039,630 Class A ordinary shares of the Issuer issued upon the vesting of the underlying restricted share unit awards. These restricted share units were granted on October 1, 2022. These restricted share units have been fully vested as of the date hereof. |
| 4. Represents 2,083,340 Class A ordinary shares of the Issuer issued upon the vesting of the underlying restricted share unit awards. These restricted share units were granted on January 1, 2023. These restricted share units have been fully vested as of the date hereof. |
| 5. Represents 56,340 Class A ordinary shares of the Issuer issued or issuable upon the vesting of the underlying restricted share unit awards. These restricted share units were granted on June 25, 2023, representing the contingent right to receive Class A ordinary shares of the Issuer. Of such restricted share units, restricted share units for 42,250 Class A ordinary shares have been vested and the remaining will vest on January 1, 2027. |
| 6. Represents 500,000 Class A ordinary shares of the Issuer issued or issuable upon the vesting of the underlying restricted share unit awards. These restricted share units were granted on April 1, 2024, representing the contingent right to receive Class A ordinary shares of the Issuer. Of such restricted share units, restricted share units for 200,000 Class A ordinary shares have been vested and the remaining will vest in installments on March 1, 2027 and March 1, 2028. |
| 7. Represents 1,200,000 Class A ordinary shares of the Issuer issuable upon the vesting of the underlying restricted share unit awards. These restricted share units were granted on February 24, 2026, representing the contingent right to receive Class A ordinary shares of the Issuer. These restricted share units shall vest in installments on February 1, 2027, February 1, 2028, February 1, 2029, and February 1, 2030. |
| 8. These options were granted on March 25, 2021. All options granted have been fully vested and exercisable as of the date hereof. The exercise price for these options is US$0.08 per Class A ordinary share. |
| /s/Wei Ran | 03/17/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||