SEC Form 4 · accession 0001104659-26-085228
51Talk Online Education Group · COE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank Hurst Lin
Director · 10% Owner
Period of report
Jul 8, 2026
Accepted (ET)
Jul 21, 2026 · 7:33 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001659494
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary Share, par value US$0.0001F1 | Jul 8, 2026 | M | 72,720 | $0.00 | A | 1,192,215 | D | |
| Class A Ordinary Share, par value US$0.0001F1,F2 | holding | — | — | — | 10,017,832 | I | By DCM Ventures China Turbo Fund, L.P. | |
| Class A Ordinary Share, par value US$0.0001F1,F3 | holding | — | — | — | 589,278 | I | By DCM Ventures China Turbo Affiliates Fund, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share Units (RSUs)F4,F5 | — | Jul 8, 2026 | A | 72,720 | A | — | Jul 1, 2035 | Class A Ordinary Share, par value US$0.0001 | 72,720 | 72,720 | D |
Explanation of responses
- F1The Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents sixty Class A ordinary shares.
- F2These shares are held directly by DCM Ventures China Turbo Fund, L.P. ("DCM Turbo"). DCM Turbo Fund Investment Management, L.P. ("DGP Turbo") is the general partner of DCM Turbo. DCM Turbo Fund International, Ltd. ("UGP Turbo") is the general partner of DGP Turbo. Frank Hurst Lin ("Lin") is a director of UGP Turbo and may be deemed to have voting and investment power over, and may be deemed to be an indirect beneficial owner of, the securities held by DCM Turbo. Lin disclaims the existence of a "group" and disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F3These shares are held directly by DCM Ventures China Turbo Affiliates Fund, L.P. ("Turbo Affiliates"). DGP Turbo is the general partner of Turbo Affiliates. UGP Turbo is the general partner of DGP Turbo. Lin is a director of UGP Turbo and may be deemed to have voting and investment power over, and may be deemed to be an indirect beneficial owner of, the securities held by Turbo Affiliates. Lin disclaims the existence of a "group" and disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F4Represents restricted share units ("RSUs") granted to the reporting person pursuant to the issuer's share incentive plans. Each RSU represents the contingent right to receive one (1) Class A ordinary share of the issuer upon vesting.
- F5The reporting person was granted 145,440 RSUs on July 8, 2026, of which 72,720 RSUs vested in full on the date of grant. The remaining 72,720 RSUs vest in four equal quarterly installments of 18,180 RSUs on October 1, 2026, January 1, 2027, April 1, 2027 and July 1, 2027, respectively.