Amended Statement of Ownership (sc 13g/a)
January 16 2018 - 4:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No. 2)*
YATRA
ONLINE, INC.
(Name
of Issuer)
Ordinary
Shares, par value $0.0001 per share
(Title
of Class of Securities)
G98338
109
(CUSIP
Number)
December
31, 2017
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
[ ]
|
Rule
13d-1(b)
|
|
[X]
|
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 disclosures provided in
a prior cover page.
The
information required in 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 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. G98338 109
|
13G
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Page
1 of 7 Pages
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1
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NAMES
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
|
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Fuh
Hwa Securities Investment Trust Co., Ltd.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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|
(a)
[ ]
|
|
(b)
[ ]
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3
|
SEC
USE ONLY
|
|
|
|
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
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Taiwan
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5
|
SOLE
VOTING POWER
|
|
|
|
|
|
0
ordinary shares
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NUMBER
OF
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6
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SHARED
VOTING POWER
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SHARES
|
|
|
BENEFICIALLY
|
|
2,834,265
ordinary shares
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OWNED
BY
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7
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SOLE
DISPOSITIVE POWER
|
EACH
|
|
|
REPORTING
|
|
0
ordinary shares
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PERSON
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8
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SHARED
DISPOSITIVE POWER
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WITH
|
|
|
|
|
2,834,265
ordinary shares
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
2,834,265
ordinary shares
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
|
|
|
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.6%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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CO
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CUSIP
No. G98338 109
|
13G
|
Page
2 of 7 Pages
|
1
|
NAMES
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
|
|
Fuh
Hwa Oriental Fund
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
[ ]
|
|
(b)
[ ]
|
3
|
SEC
USE ONLY
|
|
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
Taiwan
|
|
5
|
SOLE
VOTING POWER
|
|
|
|
|
|
0
ordinary shares
|
NUMBER
OF
|
6
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SHARED
VOTING POWER
|
SHARES
|
|
|
BENEFICIALLY
|
|
2,300,000
ordinary shares
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OWNED
BY
|
7
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SOLE
DISPOSITIVE POWER
|
EACH
|
|
|
REPORTING
|
|
0
ordinary shares
|
PERSON
|
8
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SHARED
DISPOSITIVE POWER
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WITH
|
|
|
|
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2,300,000
ordinary shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,300,000
ordinary shares
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
|
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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|
|
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9.4%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
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CUSIP
No. G98338 109
|
13G
|
Page
3 of 7 Pages
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Item
1(a). Name of Issuer:
Yatra
Online, Inc.. (“Issuer”)
Item
1(b.) Address of Issuer’s Principal Executive Offices:
1101-03,
11th Floor, Tower-B, Unitech Cyber Park, Sector 39, Gurgaon, Haryana 122002, India
Item
2(a). Name of Persons Filing:
Fuh
Hwa Securities Investment Trust Co., Ltd. (“Fuh Hwa”) and Fuh Hwa Oriental Fund (the “Fund”). Fuh Hwa
is the investment management company to the Fund.
Item
2(b). Address of Principal Business Office or, if None, Residence:
The
business address of Fuh Hwa and the Fund is 8F, No. 308, Bade Rd., Taipei 10492, Taiwan.
Item
2(c). Citizenship:
Fuh
Hwa is a Taiwan company. The Fund is a trust formed under the laws of Taiwan.
Item
2(d). Title of Class of Securities:
Ordinary
Shares, par value $0.0001 per share
Item
2(e). CUSIP Number:
G98338
109
Item
3. If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a)
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[ ]
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Broker
or dealer registered under Section 15 of the Exchange Act;
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(b)
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[ ]
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Bank
as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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[ ]
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Insurance
company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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[ ]
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Investment
company registered under Section 8 of the Investment Company Act;
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(e)
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[ ]
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An
investment adviser in accordance with Rule 13d-1(b)(ii)(E);
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A
parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)
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(h)
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[ ]
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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[ ]
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A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act;
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(j)
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[ ]
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
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Item
4. Ownership
(a)
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Amount
beneficially owned:
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Fuh
Hwa, in its capacity as investment management company, directly or indirectly through its subsidiaries, to the Fund and certain
other mutual funds and managed accounts, may be deemed to beneficially own 2,834,265 ordinary shares of the Issuer, including
2,300,000 ordinary shares of the Issuer owned by the Fund.
CUSIP
No. G98338 109
|
13G
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Page
4 of 7 Pages
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The
ordinary shares beneficially owned by Fuh Hwa and the Fund represent 11.6% and 9.4%, respectively, of the outstanding ordinary
shares of the Issuer, based on 24,385,150 ordinary shares outstanding as set forth in the Issuer’s Post-Effective Amendment
No. 4 to Form F-1 (File No. 333-215653) filed with the Securities and Exchange Commission on December 19, 2017.
(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote:
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Fuh
Hwa: 0 ordinary shares
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Fund:
0 ordinary shares
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(ii)
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Shared
power to vote or to direct the vote:
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Fuh
Hwa: 2,834,265 ordinary shares
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Fund:
2,300,000 ordinary shares
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(iii)
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Sole
power to dispose or to direct the disposition of:
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Fuh
Hwa: 0 ordinary shares
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Fund:
0 ordinary shares
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(iv)
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Shared
power to dispose or to direct the disposition of:
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Fuh
Hwa: 2,834,265 ordinary shares
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|
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Fund:
2,300,000 ordinary shares
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Item
5. Ownership of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following: [ ]
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
The
ordinary shares as to which this schedule is filed by Fuh Hwa, in its capacity as investment management company, directly or indirectly
through its subsidiaries, are owned of record by the Fund and certain other mutual funds and managed accounts that are clients
of Fuh Hwa. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from
the sale of, such securities. Except for the Fund, no such client is known to have such right or power with respect to more than
five percent of this class of securities.
Item
7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company or Control Person.
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Not
Applicable.
Item
8. Identification and Classification of Members of the Group.
Not
Applicable.
Item
9. Notice of Dissolution of Group.
Not
Applicable.
Item
10. Certifications.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
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.
Dated: January 16, 2018
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FUH
HWA SECURITIES INVESTMENT TRUST CO., LTD.
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/s/
Duh Jiunn Shyong
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Name:
|
Duh
Jiunn Shyong
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Title:
|
Chairman
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FUH HWA ORIENTAL FUND
|
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/s/
Duh Jiunn Shyong
|
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Name:
|
Duh
Jiunn Shyong
|
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Title:
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Chairman
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