YNDX Yandex NV

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

November 18, 2019

YANDEX N.V.

Schiphol Boulevard 165

1118 BG Schiphol

Netherlands

+31 (0)20 206 6970

(Address, Including ZIP Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x    Form 40-F  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o 

On November 18, 2019, Yandex N.V. (the “Company”) gave notice of a Meeting of Holders of Class A Ordinary Shares and an Extraordinary General Meeting of Shareholders of the Company (the “Meetings”), each to be held on December 20, 2019, for purposes of approving a proposed restructuring of the corporate governance of the Yandex Group (the “Restructuring”) and related matters.

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of the Company announcing the proposed Restructuring.

Furnished as Exhibit 99.2 to this Report on Form 6-K is a Shareholder Circular of the Company dated November 18, 2019, describing the Restructuring and giving notice of the Meetings.

Furnished as Exhibit 99.3 to this Report on Form 6-K is the form of Deed of Amendment of Articles of the Company to be proposed for amendment at the Meetings.

Also furnished as Exhibits to this Report on Form 6-K, solely for informational purposes, are additional corporate documents of the Company and its subsidiary in connection with the Restructuring.

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