Amended Statement of Ownership (sc 13g/a)
February 14 2022 - 08:28AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
YATRA
ONLINE, INC.
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G98338109
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
|
x |
Rule 13d-1(b) |
|
¨ |
Rule 13d-1(c) |
|
¨ |
Rule 13d-1(d) |
*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 the 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).
Continued on following pages
Page 1 of 7 Pages
| CUSIP NO.
G98338109 |
Page 2 of 7 |
| CUSIP
No. G98338109 |
| (1) Names
of reporting persons |
Nantahala
Capital Management, LLC |
| (2) Check
the appropriate box if a member of a group |
(a) |
| (see
instructions) |
(b) |
| (3) SEC
use only |
|
| (4) Citizenship
or place of organization |
MA |
| Number
of shares beneficially owned by each reporting person
with: |
|
| (5) Sole
voting power |
0 |
| (6) Shared
voting power |
0 |
| (7) Sole
dispositive power |
0 |
| (8) Shared
dispositive power |
0 |
| (9) Aggregate
amount beneficially owned by each reporting person |
0 |
| (10) Check
if the aggregate amount in Row (9) excludes certain shares
(see instructions) |
|
| (11)
Percent of class represented by amount in Row (9) |
0% |
| (12)
Type of reporting person (see instructions) |
IA |
| CUSIP NO.
G98338109 |
Page 3 of 7 |
| CUSIP
No. G98338109 |
| (1) Names
of reporting persons |
Wilmot
B. Harkey |
| (2) Check
the appropriate box if a member of a group |
(a) |
| (see
instructions) |
(b) |
| (3) SEC
use only |
|
| (4) Citizenship
or place of organization |
USA |
| Number
of shares beneficially owned by each reporting person
with: |
|
| (5) Sole
voting power |
0 |
| (6) Shared
voting power |
0 |
| (7) Sole
dispositive power |
0 |
| (8) Shared
dispositive power |
0 |
| (9) Aggregate
amount beneficially owned by each reporting person |
0 |
| (10) Check
if the aggregate amount in Row (9) excludes certain shares
(see instructions) |
|
| (11)
Percent of class represented by amount in Row (9) |
0% |
| (12)
Type of reporting person (see instructions) |
HC |
| CUSIP NO.
G98338109 |
Page 4 of 7 |
| CUSIP
No. G98338109 |
| (1) Names
of reporting persons |
Daniel
Mack |
| (2) Check
the appropriate box if a member of a group |
(a) |
| (see
instructions) |
(b) |
| (3) SEC
use only |
|
| (4) Citizenship
or place of organization |
USA |
| Number
of shares beneficially owned by each reporting person
with: |
|
| (5) Sole
voting power |
0 |
| (6) Shared
voting power |
0 |
| (7) Sole
dispositive power |
0 |
| (8) Shared
dispositive power |
0 |
| (9) Aggregate
amount beneficially owned by each reporting person |
0 |
| (10) Check
if the aggregate amount in Row (9) excludes certain shares
(see instructions) |
|
| (11)
Percent of class represented by amount in Row (9) |
0% |
| (12)
Type of reporting person (see instructions) |
HC |
| Item
1(a). |
Name
of Issuer: |
| |
|
| |
YATRA
ONLINE, INC. (the “Issuer”). |
| |
|
| Item
1(b). |
Address
of the Issuer's Principal Executive Offices: |
| |
|
| |
Gulf Adiba, Plot No. 272
4th Floor, Udyog Vihar, Phase-II
Sector-20, Gurugram-122008, Haryana, India
|
| |
|
| Item
2(a). |
Name
of Person Filing |
| |
|
| |
Nantahala Capital Management, LLC (“Nantahala”)
Wilmot B. Harkey
Daniel Mack (together the “Reporting Persons”)
|
| |
|
| Item
2(b). |
Address
of Principal Business Office or, if None,
Residence: |
| |
|
| |
130 Main St. 2nd Floor
New Canaan, CT 06840
|
| Item
2(c). |
Citizenship: |
| |
|
| |
Nantahala is a Massachusetts limited liability company.
Each of Messrs. Harkey and Mack is a citizen of the United
States of America.
|
| CUSIP NO.
G98338109 |
Page 5 of 7 |
| Item
2(d). |
Title of Class of Securities:
|
| |
Ordinary Shares, par value $0.0001 per share (the “Shares”).
|
|
Item 2(e).
|
CUSIP
Number: |
| |
G98338109
|
| Item
3. |
If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
|
| |
(a) ¨ Broker or
dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank as
defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) ¨ Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8).
(e) x An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f) ¨ An employee
benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
(g) x A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
(h) ¨ A savings
associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) ¨ A church
plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3).
(j) ¨ Group, in
accordance with §240.13d-1(b)(1)(ii)(J).
|
|
Item 4.
|
Ownership:
|
| |
|
| Item
4(a). |
Amount Beneficially Owned:
As of December 31, 2021, Nantahala may be deemed to be the
beneficial owner of 0 Shares held by funds and separately managed
accounts under its control, and as the managing members of
Nantahala, each of Messrs. Harkey and Mack may be deemed to be
a beneficial owner of those Shares.
|
| |
|
| Item
4(b). |
Percent of Class:
As of December 31, 2021, each of the Reporting Persons may be
deemed to be the beneficial owner of 0% of the total number of
Shares outstanding.
|
| CUSIP NO.
G98338109 |
Page 6 of 7 |
| Item
4(c). |
Number
of shares as to which such person has: |
| |
|
| |
Nantahala Capital Management, LLC
|
| |
(i) |
Sole
power to vote or direct the vote |
0 |
| |
(ii) |
Shared
power to vote or to direct the vote |
0 |
| |
(iii) |
Sole
power to dispose or to direct the disposition of |
0 |
| |
(iv) |
Shared
power to dispose or to direct the disposition of |
0 |
| |
|
|
|
| |
Each of Messrs. Harkey and Mack
|
| |
(i) |
Sole
power to vote or direct the vote |
0 |
| |
(ii) |
Shared
power to vote or to direct the vote |
0 |
| |
(iii) |
Sole
power to dispose or to direct the disposition of |
0 |
| |
(iv) |
Shared
power to dispose or to direct the disposition of |
0 |
| |
|
|
|
| Item
5. |
Ownership
of Five Percent or Less of a Class: |
| |
|
| |
The
Reporting Persons have ceased to be beneficial owners of more than
five percent of the Common Stock. |
| |
|
| Item
6. |
Ownership
of More than Five Percent on Behalf of Another
Person: |
| |
|
| |
This
Item 6 is not applicable. |
| |
|
| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company: |
| |
|
| |
Each
of Messrs. Harkey and Mack is filing this Schedule 13G as a
control person in respect of shares beneficially owned by
Nantahala, an investment adviser as described in
§240.13d-1(b)(1)(ii)(E). See Item 4(a). |
| |
|
| Item
8. |
Identification
and Classification of Members of the Group: |
| |
|
| |
This
Item 8 is not applicable. |
| |
|
| Item
9. |
Notice
of Dissolution of Group: |
| |
|
| |
This
Item 9 is not applicable. |
| |
|
| Item
10. |
Certification: |
| |
By signing below each Reporting Person certifies that, to the best
of such person's knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purpose or
effect.
|
| CUSIP NO.
G98338109 |
Page 7 of 7 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete, and correct.
| Date: February 14,
2022 |
NANTAHALA
CAPITAL MANAGEMENT, LLC |
| |
|
| |
By: |
/s/
Taki Vasilakis |
| |
|
Taki
Vasilakis |
| |
|
Chief
Compliance Officer |
| |
|
| |
/s/
Wilmot B. Harkey |
| |
Wilmot
B. Harkey |
| |
|
| |
/s/
Daniel Mack |
| |
Daniel
Mack |
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