(Amendment No. )1
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).
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1
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NAME OF REPORTING PERSON
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THE 2020 TIMOTHY J. MAGUIRE INVESTMENT TRUST
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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3,835,533
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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-0-
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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3,835,533
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,835,533
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.2%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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CHRISTOPHER J. MAGUIRE
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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-0-
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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3,835,533
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,835,533
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.2%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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MEGAN MAGUIRE NICOLETTI
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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-0-
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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3,835,533
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,835,533
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.2%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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TIMOTHY J. MAGUIRE
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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-0-
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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-0-
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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3,835,533
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,835,533
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.2%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
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Item 1.
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Security and Issuer.
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This statement relates
to the Ordinary Shares, $0.0001 par value per share (the “Shares”), of Yatra Online, Inc. (the “Issuer”).
The address of the principal executive offices of the Issuer is 1101 03, 11th Floor, Tower B, Unitech Cyber Park, Sector 39, Gurgaon,
Haryana 122002, India.
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Item 2.
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Identity and Background.
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(a) This
statement is filed by:
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(i)
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The 2020 Timothy J. Maguire Investment Trust, a non-grantor trust (“the 2020 Maguire Investment
Trust”), with respect to the Shares directly and beneficially owned by it;
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(ii)
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Christopher J. Maguire, as a member of the Investment Committee of the 2020 Maguire Investment
Trust;
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(iii)
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Megan Maguire Nicoletti, as a member of the Investment Committee of the 2020 Maguire Investment
Trust; and
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(iv)
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Timothy J. Maguire, as the investment manager of the 2020 Maguire Investment Trust.
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Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
(b) The
principal business address of each of the 2020 Maguire Investment Trust, Mr. Christopher J. Maguire and Ms. Nicoletti is 300 Four
Falls Corporate Center, 300 Conshohocken State Road, Suite 405, West Conshohocken, Pennsylvania 19428. The principal business address
of Mr. Timothy J. Maguire is 5625 East Nauni Valley Drive, Paradise Valley, Arizona 85253.
(c) The
2020 Maguire Investment Trust is a non-grantor trust. Mr. Christopher J. Maguire’s principal occupation is serving as President
of 1251 Insurance of 1251 Capital Group. Ms. Nicoletti’s principal occupation is serving as the President and Chief Executive
Officer of the Maguire Foundation. Mr. Timothy J. Maguire’s principal occupation is serving as the investment manager of
the 2020 Maguire Investment Trust.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person has, during the last five years, been 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.
(f) Messrs.
Christopher J. Maguire and Timothy J. Maguire and Ms. Nicoletti are citizens of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The Shares purchased
by the 2020 Maguire Investment Trust were purchased with working capital (which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase
price of the 3,835,533 Shares beneficially owned by the 2020 Maguire Investment Trust is approximately $9,047,639, including brokerage
commissions.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons purchased
the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued relative to the Issuer’s
peer companies and represented an attractive investment opportunity because of the Reporting Persons’ beliefs that the Issuer
is well positioned both to benefit from the ongoing recovery in the Indian travel market and to experience a multi-year cycle of
sustained elevated revenue growth. Depending upon overall market conditions, other investment opportunities available to the Reporting
Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons
may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on
the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On April 6, 2021, Mr. Timothy
J. Maguire delivered a letter via email to the Issuer’s Chief Executive Officer, Dhruv Shringi, summarizing a conversation
held between Messrs. Maguire and Shringi on April 1, 2021. A copy of the letter is attached hereto as Exhibit 99.3 and incorporated
herein by reference
No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending
on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels
of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation,
engaging in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about
the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization,
ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling
some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or
changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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(a)
The aggregate percentage of Shares reported owned by each person named herein is based upon 61,420,404 Shares outstanding,
as of December 31, 2020, which is the total number of Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Report
on Form 6-K filed with the Securities and Exchange Commission on February 11, 2021.
As of the close of
business on April 7, 2021, the 2020 Maguire Investment Trust beneficially owned 3,835,533 Shares, constituting approximately 6.2%
of the outstanding Shares. Mr. Christopher J. Maguire and Ms. Nicoletti, as members of the Investment Committee of the 2020 Maguire
Investment Trust, may be deemed to beneficially own the Shares beneficially owned by the 2020 Maguire Investment Trust. Mr. Timothy
J. Maguire, as the investment manager of the 2020 Maguire Investment Trust, may be deemed to beneficially own the Shares beneficially
owned by the 2020 Maguire Investment Trust.
Each Reporting Person
disclaims beneficial ownership with respect to any Shares other than the Shares owned directly by such Reporting Person.
(b) Mr.
Christopher J. Maguire and Ms. Nicoletti have the shared power to vote or direct the vote of the Shares reported owned by the 2020
Maguire Investment Trust. Mr. Timothy J. Maguire has the sole power to dispose or direct the disposition of the Shares reported
owned by the 2020 Maguire Investment Trust.
(c)
The transactions in the Shares by the 2020 Maguire Investment Trust during the past sixty days are set forth in Schedule
A and incorporated herein by reference. Such transactions were in the open market unless otherwise indicated.
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, the Shares.
(e)
Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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On April 8, 2021,
the 2020 Maguire Investment Trust, Messrs. Christopher J. Maguire and Timothy J. Maguire and Ms. Nicoletti entered into a Joint
Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule
13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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99.1
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Joint Filing Agreement by and among The 2020 Timothy J. Maguire Investment Trust, Christopher J.
Maguire, Megan Maguire Nicoletti and Timothy J. Maguire, dated April 8, 2021.
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99.2
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Power of Attorney for Christopher J. Maguire and Megan Maguire Nicoletti, dated April 8, 2021.
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99.3
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Letter to the Issuer’s Chief Executive Officer, dated April 6, 2021.
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SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: April 8, 2021
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/s/ Timothy J. Maguire
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TIMOTHY J. MAGUIRE
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Individually and as attorney-in-fact for Christopher J. Maguire and Megan Maguire Nicoletti
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THE 2020 TIMOTHY J. MAGUIRE INVESTMENT TRUST
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By:
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/s/ Timothy J. Maguire
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Name:
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Timothy J. Maguire
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Title:
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Investment Manager
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SCHEDULE A
Transactions in the Shares of
the Issuer During the Past Sixty Days
Nature of the Transaction
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Amount of Shares
Purchased
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Price Per Share($)
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Date of
Purchase
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THE 2020 TIMOTHY J. MAGUIRE INVESTMENT
TRUST
Purchase of Ordinary Shares
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86,231
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2.2998
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03/11/2021
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Purchase of Ordinary Shares
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100
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2.3000
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03/12/2021
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Purchase of Ordinary Shares
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33,082
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2.3992
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03/18/2021
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Purchase of Ordinary Shares
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49,320
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2.4900
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03/22/2021
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Purchase of Ordinary Shares
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77,900
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2.4873
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03/23/2021
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Purchase of Ordinary Shares
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200,000
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2.4963
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03/24/2021
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Purchase of Ordinary Shares
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47,762
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2.4168
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03/24/2021
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Purchase of Ordinary Shares
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618,531
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2.3502
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03/25/2021
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Purchase of Ordinary Shares
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500,000
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2.3948
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03/26/2021
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Purchase of Ordinary Shares
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39,345
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2.2662
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03/30/2021
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Purchase of Ordinary Shares
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2,183,262
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2.3000
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03/31/2021
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