(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
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3. Source and Amount of Funds or Other Consideration
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Igor V. Zyuzin gifted 33% of the outstanding equity interest in MetHol to Mr. Zyuzin for family reasons for no consideration. Igor V. Zyuzin
co-founded the Issuer in 2003 and has maintained a significant stake in the Issuer since then.
Item
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4. Purpose of Transaction
|
Mr. Zyuzin beneficially owns approximately 19.43% 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, Mr. Zyuzin 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 405,466,687
Common Shares (excluding treasury shares), including Common Shares underlying ADSs and GDSs, issued and outstanding as of September 30, 2020.
As of today, Mr. Zyuzin is the record owner of 1,297 Common Shares, which represents 0.0003% of the Common Shares; MetHol is the record owner
of 77,838,103 Common Shares, which represents 19.20% of the Common Shares, Coalmetbank is the record owner of 918,712 Common Shares, which represents 0.23% of the Common Shares and Skyblock is the record owner of 690,561 Common Shares, which
represents 0.17% of the Common Shares
Mr. Zyuzin 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.
Mr. Zyuzin indirectly owns 29.51% of the outstanding equity
interests in Coalmetbank, and may be deemed to share beneficial ownership of the Common Shares held of record by Coalmetbank.
Mr. Zyuzin
indirectly owns 6.40% of the outstanding equity interests in Skyblock and may be deemed to share beneficial ownership of 42,884 Common Shares held of record by Skyblock.
MetHol owns 89.43% of the outstanding equity interests in Coalmetbank and may therefore be deemed to share beneficial ownership of Common
Shares held of record by Coalmetbank.
MetHol indirectly owns 19.40% of the outstanding equity interests in Skyblock and may therefore be
deemed to share beneficial ownership of Common Shares held of record by Skyblock.
Coalmetbank indirectly owns 0.23% of the outstanding
equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 1,565 Common Shares held of record by Skyblock.
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