SC 13D

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole voting power

50,873,799*

Shared voting power

0

Sole dispositive power

50,873,799*

Shared dispositive power

0

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. )*

AssetMark Financial Holdings, Inc.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

04546L106

(CUSIP Number)

Ted Angus

Executive Vice President and General Counsel

1655 Grant Street, 10th Floor

Concord, California 94520

(925) 521-2200

with a copy to:

Alan F. Denenberg, Esq.

Davis Polk & Wardwell

1600 El Camino Real

Menlo Park, California 94025

(650) 752-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 17, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

The information required on 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. 04546L106


(1)		Names of reporting persons Huatai Securities Co., Ltd.
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization People’s Republic of China

Huatai Securities Co., Ltd. (“HTSC”) beneficially owns 50,873,799 shares of common stock, par value $0.001 per share (the “Common Stock”), of AssetMark Financial Holdings, Inc., a Delaware corporation (the “Issuer”). This amount accounts for (i) the distribution of 58,998,799 shares of Common Stock to Huatai International Investment Holdings Limited (“HIIHL”), the indirect subsidiary of HTSC, upon the liquidation and dissolution of AssetMark Holdings LLC on July 17, 2019, as described under the caption titled “Prospectus summary—Restructuring” in the prospectus filed on July 22, 2019 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, (Registration No. 333-232312) (the “Prospectus”) by the Issuer with the Securities and Exchange Commission (the “SEC”) and (ii) the sale by HIIHL of 8,125,000 shares of Common Stock in the initial public offering of the Issuer’s Common Stock, which offering closed on July 22, 2019.

**	Based on 72,400,000 shares of Common Stock outstanding as of July 22, 2019, as reported by the Issuer in the Prospectus.

CUSIP No. 04546L106


(1)		Names of reporting persons Huatai International Financial Holdings Company Limited
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Hong Kong Special Administrative Region of the People’s Republic of China

Huatai International Financial Holdings Company Limited (“HIFHCL”) beneficially owns 50,873,799 shares of Common Stock. This amount accounts for (i) the distribution of 58,998,799 shares of Common Stock to HIIHL, the indirect subsidiary of HIFHCL, upon the liquidation and dissolution of AssetMark Holdings LLC on July 17, 2019, as described under the caption titled “Prospectus summary—Restructuring” in the Prospectus and (ii) the sale by HIIHL of 8,125,000 shares of Common Stock in the initial public offering of the Issuer’s Common Stock, which offering closed on July 22, 2019.

**	Based on 72,400,000 shares of Common Stock outstanding as of July 22, 2019, as reported by the Issuer in the Prospectus.

CUSIP No. 04546L106


(1)		Names of reporting persons Huatai Financial Holdings (Hong Kong) Limited
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Hong Kong Special Administrative Region of the People’s Republic of China

Huatai Financial Holdings (Hong Kong) Limited (“HFHHKL”) beneficially owns 50,873,799 shares of Common Stock. This amount accounts for (i) the distribution of 58,998,799 shares of Common Stock to HIIHL, the indirect subsidiary of HFHHKL, upon the liquidation and dissolution of AssetMark Holdings LLC on July 17, 2019, as described under the caption titled “Prospectus summary—Restructuring” in the Prospectus and (ii) the sale by HIIHL of 8,125,000 shares of Common Stock in the initial public offering of the Issuer’s Common Stock, which offering closed on July 22, 2019.

**	Based on 72,400,000 shares of Common Stock outstanding as of July 22, 2019, as reported by the Issuer in the Prospectus.

CUSIP No. 04546L106


(1)		Names of reporting persons Huatai International Finance Limited
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization British Virgin Islands

Huatai International Finance Limited (“HIFL”) beneficially owns 50,873,799 shares of Common Stock. This amount accounts for (i) the distribution of 58,998,799 shares of Common Stock to HIIHL, the direct subsidiary of HIFL, upon the liquidation and dissolution of AssetMark Holdings LLC on July 17, 2019, as described under the caption titled “Prospectus summary—Restructuring” in the Prospectus and (ii) the sale by HIIHL of 8,125,000 shares of Common Stock in the initial public offering of the Issuer’s Common Stock, which offering closed on July 22, 2019.

**	Based on 72,400,000 shares of Common Stock outstanding as of July 22, 2019, as reported by the Issuer in the Prospectus.

CUSIP No. 04546L106


(1)		Names of reporting persons Huatai International Investment Holdings Limited
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Cayman Islands

HIIHL beneficially owns 50,873,799 shares of Common Stock. This amount accounts for (i) the distribution of 58,998,799 shares of Common Stock to HIIHL upon the liquidation and dissolution of AssetMark Holdings LLC on July 17, 2019, as described under the caption titled “Prospectus summary—Restructuring” in the Prospectus and (ii) the sale by HIIHL of 8,125,000 shares of Common Stock in the initial public offering of the Issuer’s Common Stock, which offering closed on July 22, 2019.

**	Based on 72,400,000 shares of Common Stock outstanding as of July 22, 2019, as reported by the Issuer in the Prospectus.

Responses to each item of this statement on Schedule 13D (this “Statement”) are incorporated by reference into the

response to each other item, as applicable.

Item 1. Security and Issuer.

This Statement related to the common stock, par value $0.001 per share (the “Common Stock”), of AssetMark Financial Holdings, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1655 Grant Street, 10th Floor, Concord, California 94520.

Item 2. Identity and Background.

This Schedule 13D is being jointly filed by the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

(i)

Huatai Securities Co., Ltd. (“HTSC”). HTSC is organized under the laws of the People’s Republic of China. The principal business of HTSC is wealth management, investment management and other financial and institutional services. The principal business address of HTSC is No. 228 Middle Jiangdong Road, Nanjing, Jiangsu Province, F12, 210019.

(ii)

Huatai International Financial Holdings Company Limited (“HIFHCL”). HIFHCL is organized under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China. The principal business of HIFHCL is securities and financial services. The principal business address of HIFHCL is Room 5808-5812, 58/F., The Center, 99 Queen’s Road Central, Hong Kong.

(iii)

Huatai Financial Holdings (Hong Kong) Limited (“HFHHKL”). HFHHKL is organized under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China. The principal business of HFHHKL is securities and financial services. The principal business address of HFHHKL is Room 5808-5812, 58/F., The Center, 99 Queen’s Road Central, Hong Kong.

(iv)

Huatai International Finance Limited (“HIFL”). HIFL is organized under the laws of the British Virgin Islands. HIFL’s principal business is as an investment holding company. The principal business address of HIFL is Room 5808-5812, 58/F., The Center, 99 Queen’s Road Central, Hong Kong.

(v)

Huatai International Investment Holdings Limited (“HIIHL”). HIIHL is organized under the laws of the Cayman Islands. HIIHL’s principal business is as an investment holding company. The principal business address of HIIHL is Room 5808-5812, 58/F., The Center, 99 Queen’s Road Central, Hong Kong.

The reported securities are owned directly by HIIHL. HIFL is the sole shareholder of HIIHL. HFHHKL is the sole shareholder of HIFL. HIFHCL is the sole shareholder of HFHHKL. HTSC is the sole shareholder of HIFHCL. The Reporting Persons have entered into an agreement of joint filing, a copy of which is attached hereto as Exhibit I.

The name, citizenship, business address and present principal occupation or employment of each director and executive officer of each Reporting Person are listed on Schedule A attached hereto and incorporated herein by reference.

During the last five years, none of the Reporting Persons, and to the best of each such Reporting Person’s knowledge, none of the directors or executive officers of such Reporting Person listed on Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

To the extent required by Item 3 of Schedule 13D, the information contained in (or incorporated by reference to) Item 4 of this Schedule 13D is incorporated herein by reference.

Item 4. Purpose of Transaction.

On October 31, 2016, HTSC, through its indirect subsidiary HIIHL, acquired the Issuer’s collective businesses from Aquiline Capital Partners LLC and Genstar Capital LLC. Through this acquisition, HTSC became the ultimate parent company of the Issuer’s collective businesses through its subsidiary HIIHL.

In connection with the initial public offering of the Issuer’s Common Stock, which was completed on July 22, 2019, (the “IPO”), the Issuer and its immediate parent company, AssetMark Holdings LLC, underwent a restructuring described in the Prospectus under the caption titled “Prospectus summary—Restructuring” (the “Restructuring”). Prior to the Restructuring, all of the Common Stock was held by AssetMark Holdings LLC and 98.6% of AssetMark Holdings LLC’s equity interests were held by HIIHL.

Immediately following the pricing of the IPO on July 17, 2019, AssetMark Holdings LLC liquidated and dissolved and distributed all shares of the Issuer’s Common Stock to its members, including HIIHL. Through this distribution, HIIHL received 58,998,799 shares of the Common Stock, or 89.2% of the Common Stock then outstanding.

As a selling stockholder in the IPO, HIIHL sold 8,125,000 shares of Common Stock, including 1,875,000 shares of Common Stock sold pursuant to the underwriters’ option to purchase additional shares. Upon the completion of the IPO on July 22, 2019, HIIHL owned 50,873,799 shares of Common Stock, or 70.3% of the Common Stock then outstanding.

The Reporting Persons may from time to time make additional purchases of or dispose of Common Stock, either in the open market or in private transactions depending on the Reporting Persons’ respective businesses, prospects and financial conditions, the market for the Common Stock, general economic conditions, stock market conditions and other future developments.

Except as described in this Item 4, as of the date of this Schedule 13D, the Reporting Persons do not have any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell or retain any shares of Common Stock reported as beneficially owned in this Schedule 13D, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.

Item 5. Interest in Securities of the Issuer.

(a) The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons are as follows (based upon the 72,400,000 shares of Common Stock outstanding as of July 22, 2019, as reported by the Issuer in the Prospectus):

(i) HTSC beneficially owns 50,873,799 shares of Common Stock, or approximately 70.3%.

(ii) HIFHCL beneficially owns 50,873,799 shares of Common Stock, or approximately 70.3%.

(iii) HFHHKL beneficially owns 50,873,799 shares of Common Stock, or approximately 70.3%.

(iv) HIFL beneficially owns 50,873,799 shares of Common Stock, or approximately 70.3%.

(v) HIIHL beneficially owns 50,873,799 shares of Common Stock, or approximately 70.3%.

(b) HTSC has

(i) sole power to vote or direct the vote of 50,873,799 shares of Common Stock;

(ii) shared power to vote or direct the vote of 0 shares of Common Stock;