UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO §240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

GDS Holdings Limited

(Name of Issuer)

Class A Ordinary Shares, par value $0.00005 per share

(Title of Class of Securities)

36165L108

(CUSIP Number)

Chan Jen Keet

c/o Singapore Technologies Telemedia Pte Ltd

1 Temasek Avenue #33-01

Millenia Tower

Singapore 039192

Telephone: (65) 6723 8633

Facsimile: (65) 6720 7220

Copy to

Michael W. Sturrock, Esq.

Latham & Watkins LLP

9 Raffles Place #42-02

Singapore 048619

Telephone: (65) 6536 1161

Facsimile: (65) 6536 1171

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

March 13, 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 §240.13d-7 for other parties to whom copies are to be sent.

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).

Explanatory Note

This Amendment No. 7 to Schedule 13D amends and supplements the Schedule 13D originally filed with the Commission on June 5, 2017 and amended on June 19, 2017, October 23, 2017, November 16, 2017, February 1, 2018, June 18, 2018 and July 5, 2018 (the “Statement”) relating to the Class A Ordinary Shares, par value $0.00005 per share (the “Class A Shares”), of GDS Holdings Limited, a Cayman Islands company (the “Issuer”), with its principal executive offices located at 2/F, Tower 2, Youyou Century Place, 428 South Yanggao Road, Pudong, Shanghai 200127, People’s Republic of China.

Capitalized terms used but not defined herein have the meanings given to them in the Statement.

Item 2. Identity and Background

Item 2 of the Statement is hereby amended and supplemented by replacing the current Schedule A with Schedule A attached hereto, which is incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and supplemented by inserting the following:

The working capital of STTC will be the source of funds used to purchase the Class A Shares (in the form of ADSs) to be acquired by STT GDC in the March 2019 Offering (as defined below) as further described in Item 4.

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended and supplemented by inserting the following:

March 2019 Public Offering of ADSs and Concurrent Private Convertible Preferred Offering

On March 13, 2019, the Issuer announced the launch of an underwritten public offering of approximately $400 million of ADSs (the “March 2019 Offering”) with a 30-day option to purchase approximately $60 million of additional ADSs granted to the underwriters of the offering. The Issuer also disclosed that an affiliate of China Ping An Insurance Overseas (Holdings) Limited (“Ping An Overseas Holdings”) has agreed to make a $150 million equity strategic investment in the Issuer in the form of convertible preferred shares (the “Concurrent Private Convertible Preferred Offering”) as further described in the Prospectus Supplement. The Issuer also agreed to grant customary registration rights to Ping An Overseas Holdings with respect to the convertible preferred shares and the Class A Shares into which they may be converted.

In connection with the March 2019 Offering and the Concurrent Private Convertible Preferred Offering, (1) STT GDC entered into a waiver and consent agreement dated March 13, 2019 (the “March 2019 Waiver and Consent Agreement”) with the Issuer pursuant to which STT GDC (i) granted a one-time waiver of STT GDC’s preemptive rights under the Investor Rights Agreement relating to the Concurrent Private Convertible Preferred Offering, (ii) gave a one-time consent to the grant of the aforesaid registration rights to Ping An Overseas Holdings in accordance with the terms of the Members Agreement, and (iii) granted a one-time waiver of STT GDC’s piggyback registration rights under the Members Agreement relating to the March 2019 Offering; (2) the Issuer and STT GDC agreed that, upon the closing of the Concurrent Private Convertible Preferred Offering, they will enter into an amendment of the Investor Rights Agreement (“Amendment No. 1 to the Investor Rights Agreement”) to extend STT GDC’s preemptive rights with respect to future private issuances of equity or equity-linked securities the Issuer conducts anytime in the eighteen months from the date of the closing of the Concurrent Convertible Preferred Offering, whereby STT GDC will have the right to subscribe for up to 35% of any such future issuances; (3) at the Issuer’s request, STT GDC entered into a lock-up agreement (the “March 2019 Lock-up Agreement”) in favor of J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the underwriters of the March 2019 Offering (the “Representatives”), pursuant to which STT GDC agreed, subject to certain exceptions, not to, without the prior written consent of the Representatives, offer, pledge, issue, sell, contract to sell, sell any option or contract to option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Class A Shares, in the form of ADSs or otherwise, or any securities convertible into or exchangeable or exercisable for Class A Shares, in the form of ADSs or otherwise, for a period of 90 days after March 14, 2019 (being the date that the Prospectus Supplement for the March 2019 Offering became effective); and (4) STT GDC indicated an interest in purchasing up to approximately $213.5 million of ADSs in the March 2019 Offering at the public offering price.

On March 15, 2019, the Issuer priced the March 2019 Offering at a public offering price of $33.50 per ADS, offering 11,940,299 ADSs with a 30-day option to purchase from it an additional 1,791,044 ADSs granted to the underwriters of the offering at the same price. STT GDC has been allocated 6,373,134 ADSs in the March 2019 Offering. The March 2019 Offering is expected to be completed on March 19, 2019.

On March 18, 2019, the Issuer announced that the underwriters of the March 2019 Offering have exercised in full their aforesaid option to purchase from it an additional 1,791,044 ADSs granted to them.

The descriptions of the March 2019 Waiver and Consent Agreement, the proposed form of Amendment No. 1 to the Investor Rights Agreement and the March 2019 Lock-up Agreement herein do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the form of such documents attached hereto as Exhibits 99.2, 99.3 and 99.4 and incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is amended and restated in its entirety as follows:

(a)-(b) STT, through its ownership of STTC and STT GDC, is deemed for purposes of Rule 13d-3 under the Exchange Act to be the beneficial owner of 354,937,732 Class A Shares, or approximately 38.0% of the outstanding Class A Shares, and to have shared power over the voting and disposition of such Class A Shares, as of March 18, 2019.

STTC, through its ownership of STT GDC, is deemed for purposes of Rule 13d-3 under the Exchange Act to be the beneficial owner of 354,937,732 Class A Shares, or approximately 38.0% of the outstanding Class A Shares, and to have shared power over the voting and disposition of such Class A Shares, as of March 18, 2019.

STT GDC directly owns 354,937,732 Class A Shares (directly or in the form of ADSs), or approximately 38.0% of the outstanding Class A Shares, and has shared power over the voting and disposition of such Class A Shares, as of March 18, 2019.

The percentage of beneficial ownership of the Reporting Persons was calculated by dividing (i) the 354,937,732 Class A Shares deemed to be beneficially owned by each of the Reporting Persons as of March 18, 2019 (as set forth in the preceding paragraphs) by (ii) 934,271,088 Class A Shares (excluding 5,208,216 Class A Shares held by JPMorgan Chase Bank, N.A., as depositary, which are reserved for future delivery upon exercise or vesting of share awards granted under the Issuer’s share incentive plans) outstanding as of March 14, 2019 as set forth in the Prospectus Supplement.

67,590,336 Class B Shares were issued and outstanding as of March 14, 2019, as set forth in the Prospectus Supplement. On that basis, the Class A Shares deemed to be beneficially owned by the Reporting Persons as of March 18, 2019 represented approximately 15.5% of the aggregate voting power on the matters with Class A Shares and Class B Shares voting on a 1:20 basis described herein and approximately 35.4% of the aggregate voting power on the matters with Class A Shares and Class B Shares voting on a 1:1 basis described herein.

Following the completion of the March 2019 Offering, each of STT (through its ownership of STTC and STT GDC) and STTC (through its ownership of STT GDC) will be deemed for purposes of Rule 13d-3 under the Exchange Act, and STT GDC will directly own, 405,922,804 Class A Shares (directly or in the form of ADSs), or approximately 38.9% of the outstanding Class A Shares, and have shared power over the voting and disposition of such Class A Shares. The percentage of beneficial ownership of the Reporting Persons was calculated by dividing (i) the 405,922,804 Class A Shares to be beneficially owned by each of the Reporting Persons following the completion of the March 2019 Offering by (ii) 1,044,121,832 Class A Shares (excluding 5,208,216 Class A Shares held by JPMorgan Chase Bank, N.A., as depositary, which are reserved for future delivery upon exercise or vesting of share awards granted under the Issuer’s share incentive plans) expected to be outstanding following the completion of the March 2019 Offering (including the exercise of the underwriters’ 30-day option to purchase 1,791,044 additional ADSs), as set forth in the Prospectus Supplement. Following the completion of the March 2019 Offering (including the exercise of the underwriters’ 30-day option to purchase 1,791,044 additional ADSs) and taking into account the 67,590,336 Class B Ordinary Shares that were issued and outstanding as of March 14, 2019, as set forth in the Prospectus Supplement, the Class A Shares deemed to be beneficially owned by the Reporting Persons will represent approximately 16.9% of the aggregate voting power on such matters with Class A Shares and Class B Shares voting on a 1:20 basis and approximately 36.5% of the aggregate voting power on such matters with Class A Shares and Class B Shares voting on a 1:1 basis.

To the knowledge of the Reporting Persons, the directors and executive officers of the Reporting Persons listed in Schedule A hereto beneficially own in the aggregate less than 1% of the Issuer’s outstanding Class A Shares (directly or indirectly in the form of ADSs) as of March 18, 2019, based on 934,271,088 Class A Shares (excluding 5,208,216 Class A Shares held by JPMorgan Chase Bank, N.A., as depositary, which are reserved for future delivery upon exercise or vesting of share awards granted under the Issuer’s share incentive plans) outstanding as of March 14, 2019, as set forth in the Prospectus Supplement.

To the knowledge of the Reporting Persons, there have been no transactions by any director or executive officer of any of the Reporting Persons in the Class A Shares of the Issuer (directly or in the form of ADSs) during the past sixty days.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended and supplemented by inserting the following:

Item 4 above summarizes certain provisions of the March 2019 Waiver and Consent Agreement, the form of Amendment No. 1 to the Investor Rights Agreement and the March 2019 Lock-up Agreement and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: March 19, 2019

SCHEDULE A

The name, present principal occupation and business address of each director and executive officer of the Reporting Persons is set forth below

The following is a list of the directors and executive officers of STT:

The following is a list of the directors and executive officers of STTC:

The following is a list of the directors and executive officers of STT GDC:

Exhibit 99.2

WAIVER AND CONSENT AGREEMENT

This WAIVER AND CONSENT AGREEMENT (this “Waiver”) is entered into as of March 13, 2019 by and among:

The Company and STT hereinafter are referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms not defined herein shall have the same meanings as are ascribed to them in the Agreement (as defined below).

WHEREAS the Company, STT and certain other parties entered into a Sixth Amended and Restated Members Agreement, dated May 19, 2016 (the “Members Agreement”), pursuant to which, among other things, the Company granted to STT certain registration rights with respect to Registrable Securities (as defined in the Members Agreement) held by STT;

WHEREAS under section 3 of the Members Agreement, the Company agreed not to grant, or cause or permit to be created, for the benefit of any Person (as defined in the Members Agreement) any registration rights of any kind relating to any shares or other securities of the Company without the prior written consent of the Holders (as defined in the Members Agreement) of more than seventy percent (70%) of the Registrable Securities then outstanding;

WHEREAS under section 3 of the Members Agreement, STT is entitled and has rights to (i) receive prompt written notice from the Company prior to registration of any of the Company’s securities, either for its own account or the account of a security holder or holders, and (ii) be afforded an opportunity to include in such registration all or any part of the Registrable Securities then held by it;

WHEREAS the Company proposed to raise additional capital through the offer and sale of its Class A Ordinary Shares in the form of American Depositary Shares, in a public underwritten transaction subject to the registration requirements of the Securities Act of 1933, as amended (the “Follow-on Offering”) and the Company requests that STT grant this one-time waiver to the Company in terms of STT’s registration rights under section 3 of the Members Agreement with respect to the Follow-on Offering;

WHEREAS the Company and STT entered into an Investor Rights Agreement dated October 23, 2017 (as amended by a letter agreement to be entered into between the parties on the date hereof, the “Agreement”), pursuant to which, among other things, the Company granted to STT certain preemptive rights with respect to any allotment and issuance of New Securities undertaken by, or proposed to be undertaken by, the Company;

WHEREAS under article IV of the Agreement, STT is entitled and has rights to (i) receive prompt written notice of the Company’s intention to issue New Securities, and (ii) purchase up to its Pro Rata Share of such New Securities;

WHEREAS the Company proposed (i) to raise additional capital through the offer and sale of equity in the form of convertible preferred shares in a private transaction with an investor (the “Investor”) exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S thereunder (the “PIPE Offering”) pursuant to a share subscription agreement with Investor (the “Share Subscription Agreement”), and (ii) pursuant to an investor rights agreement with the Investor (the “Investor Rights Agreement”), to grant to the Investor certain registration rights ranking pari passu with (but no more favorable than) the demand, “piggyback” and Form S-3/F-3 registration rights (“Registration Rights”) granted to STT under section 3 of the Members Agreement, and the Company requests that STT (x) grant this one-time waiver to the Company in terms of STT’s rights under Article IV of the Agreement with respect to the PIPE Offering, and (y) consent to the Company’s grant of Registration Rights to the Investor in accordance with section 3 of the Members Agreement;

WHEREAS STT has indicated an interest in purchasing up to an aggregate US$213.5 million in ADSs in the Follow-on Offering at the public offering price. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, less or no ADSs to STT, and STT could determine to purchase more, less or no ADSs in the Follow-on Offering.

WHEREAS the Company confirms that, aside from the Share Subscription Agreement, terms of the PIPE offering, Investor Rights Agreement and related certificates and schedules thereunder to be entered into with the Investor, there are no letters, agreements or other arrangements between the Company and its Affiliates, on the one hand, and the Investor and its Affiliates, on the other, which have not been disclosed or otherwise shared with STT.

NOW, THEREFORE, STT, and any and all of its Affiliates, officers, directors, employees, agents, successors and assigns, hereby: (x) grants a one-time waiver of its or their respective rights under the Agreement relating to the PIPE Offering to (i) receive prompt written notice of the Company’s intention to issue New Securities, and (ii) purchase up to its Pro Rata Share of such New Securities offered in the PIPE Offering; (y) gives a one-time consent to the grant of Registration Rights to the Investor in accordance with the terms of the Members Agreement and the seventh recital above; and (z) grants a one-time waiver of its or their respective rights, as applicable, under the Members Agreement relating to the Follow-on Offering to (i) receive prompt written notice from the Company prior to registration of any of the Company’s securities, either for its own account or the account of a security holder or holders, and (ii) be afforded an opportunity to include in such registration all or any part of the Registrable Securities then held by it.

This Waiver shall become null and void and have no legal effect whatsoever if the Follow-on Offering and the PIPE Offering have not closed as of March 31, 2019.

2

IN WITNESS WHEREOF, STT has caused its duly authorized representative to execute this Waiver as of the date and year first above written.

Acknowledged and agreed to by:

[Signature Page to STT Waiver Agreement]

Exhibit 99.3

Date: _________, 2019

Ladies and gentlemen,

Subject: Amendment No. 1 to Investor Rights Agreement

““Investor Ownership Percentage” means 35%.””

“4.1.        General. Subject to applicable law and regulations, at any time within eighteen (18) months following __________, 2019, in the event the Company proposes to undertake any allotment and issuance of New Securities (as defined below) in a transaction not subject to the registration requirements of the Commission, including under the Securities Act (each such transaction, an “Exempt Transaction”), the Company hereby undertakes to the Investor that it shall not undertake such allotment and issuance of New Securities unless it first delivers to the Investor a Participation Notice and complies with the provisions set forth in this Section 4.”

[Signature pages follow]

Yours faithfully,

Michael Sturrock of Latham & Watkins LLP

[Signature page to the Amendment No. 1 to Investor Rights Agreement]

Accepted and agreed on behalf of GDS Holdings Limited

[Signature page to the Amendment No. 1 to Investor Rights Agreement]

Exhibit 99.4

LOCK-UP AGREEMENT

(applicable to STT only)

March 13, 2019

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

RBC Capital Markets, LLC

200 Vesey Street, 8th Floor

New York, NY 10281

As Representatives of

the several Underwriters listed in

Schedule 1 to the Underwriting

Agreement referred to below

Re:    GDS Holdings Limited — Public Offering

Ladies and Gentlemen:

The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with GDS Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of American Depositary Shares (the “ADSs”), each ADS representing eight Class A ordinary shares of the Company, par value $0.00005 per share (“Ordinary Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of J.P. Morgan Securities, LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) , (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, the ADSs or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs (including without limitation, Ordinary Shares, ADSs or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), which for avoidance of doubt, shall include any Ordinary Shares issued as preference dividend (collectively, the “Lock-Up Shares”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap, hedge or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Shares within the meaning of Section 16 of the Exchange Act, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Shares, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Shares, in each case other than (A) the Shares to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transactions relating to the Lock-Up Shares acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Shares acquired in such open market transactions, (C) for natural persons, transfers of Lock-Up Shares to a family member, or to a trust or entity beneficially owned or controlled by or formed for the benefit of the undersigned and/or a family member, (D) for institutions, transfers of Lock-Up Shares to an “affiliate” of the undersigned, as such term is defined in the Securities Act of 1933, as amended, (E) the exercise of any of the undersigned’s rights to acquire Ordinary Shares upon the exercise or vesting, as the case may be, of equity awards that were granted under the Company’s equity incentive plans (the “Incentive Plans”) and outstanding as of the date of the Prospectus (it being understood that any subsequent sale, transfer or disposition of any Ordinary Shares issued upon exercise of such equity awards under the Incentive Plans shall be subject to the restrictions set forth in this Letter Agreement), (F) Lock-Up Shares sold or tendered to the Company by the undersigned or withheld by the Company for tax withholding purposes in connection with the exercise or vesting of equity awards that are subject to a taxable event upon exercise or vesting, (G) transfers of the Lock-Up Shares as a bona fide gift or gifts, or through will or intestacy, and (H) distributions of the Lock-Up Shares to members or stockholders of the undersigned, and for partnerships or venture capital funds to another partnership or fund that controls, is controlled by or is under common control with the undersigned or as part of a disposition, transfer or distribution by the undersigned to its general and limited partners, investors or equity holders; provided that in the case of any transfer or distribution pursuant to clause (C), (D), (G) or (H), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (C), (D), (G) or (H), no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above). In addition, nothing in this Letter Agreement shall prohibit the undersigned from transferring the Lock-Up Shares pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of the Lock-Up Shares during the Restricted Period and to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding such transfer, such announcement or filing shall include a statement to the effect that such transfer was effected pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. The undersigned hereby also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Shares unless such transfer is in compliance with the foregoing restrictions.

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned understands that, if the Underwriting Agreement does not become effective by April 30, 2019, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the ADSs to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York.