(d) and (e). To the best knowledge of the Reporting Persons, none of the persons or entities
identified in this Item 2 has, during the five years preceding the date of this Schedule 13D, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a 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.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Igor V. Zyuzin (
Mr.
Zyuzin
) gifted 33% of the outstanding equity interest in MetHol to Ms. Zyuzina
for family reasons for no consideration. Mr. Zyuzin
co-founded
the Issuer in 2003 and has maintained a significant stake in the Issuer since then.
Item 4.
|
Purpose of Transaction
|
Ms. Zyuzina beneficially owns approximately 23.80% of the Common Shares. Except in certain cases as provided by the Federal Law On
Joint-Stock Companies, dated December 26, 1995, as amended, resolutions at a shareholders meeting of the Issuer are adopted by a simple majority in a meeting at which shareholders holding more than half of the voting shares of the
Issuer are present or represented. Accordingly, Ms. Zyuzina has no power individually to control matters to be decided by vote at a shareholders meeting and cannot control the appointment of the majority of directors and the removal of
all of the elected directors.
No Reporting Person has any present plan or proposal to acquire or dispose of any Common Shares, ADSs or
GDSs, although consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Shares, ADSs, or GDSs or dispose of any or all of its Common Shares, ADSs or GDSs, as applicable, depending
upon prevailing market, economic and other conditions, other investment and business opportunities available to the Reporting Persons, liquidity requirements of the Reporting Persons, tax considerations and/or other investment considerations.
None of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs
(a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with
respect thereto.
Item 5.
|
Interest in Securities of the Issuer
|
(a) (b). All percentages of Common Shares disclosed in this Schedule 13D are calculated based on an aggregate total of 416,270,745
Common Shares, including Common Shares underlying ADSs and GDSs, issued and outstanding as of September 30, 2018.
MetHol is the
record owner of 77,826,997 Common Shares, which represents 18.70% of the Common Shares, and Bonoro is the the record owner of 20,533,508 Common Shares, which represents 4.93% of the Common Shares.
Ms. Zyuzina owns 33% of the outstanding equity interests in MetHol and may therefore be deemed to share beneficial ownership of the
Common Shares held of record by MetHol.
Ms. Zyuzina owns all of the outstanding equity interests in Bonoro, and, therefore,
beneficially owns all Common Shares owned by Bonoro.
Ms. Zyuzina owns all of the outstanding equity interests in Swan, and,
therefore, beneficially owns all Common Shares owned by Swan.
In October 2018, Swan acquired 522,169 Common Shares and 90,000 ADSs
representing Common Shares amounting to a total of 180,000 Common Shares from a third party.
7