Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 04:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13G/A
Under the Securities Exchange Act
of 1934
(Amendment No. 4)*
YATRA ONLINE, INC.
(Name of Issuer)
Ordinary Shares, par value $0.0001
per share
(Title of Class of
Securities)
G98338109
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is
filed:
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o |
Rule 13d-1(b) |
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x |
Rule 13d-1(c) |
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o |
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 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
(“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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CUSIP No. G98338109 |
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1. |
Names of Reporting Persons
MAK Capital One L.L.C. |
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2. |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
Delaware |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
11,434,913 |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power
11,434,913 |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person
11,434,913 |
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10. |
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by
Amount in Row (9)
18.6%1 |
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12. |
Type of Reporting Person (See
Instructions)
IA |
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1 Based on 61,420,404 ordinary shares
outstanding (on an as converted basis) as disclosed in Exhibit 99.1
to the Issuer’s SEC Form 6-K filed with the Securities and Exchange
Commission (“SEC”) on February 4, 2021.
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CUSIP No. G98338109 |
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1. |
Names of Reporting Persons
Michael A. Kaufman |
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2. |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
United States |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
11,434,913 |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power
11,434,913 |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person
11,434,913 |
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10. |
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by
Amount in Row (9)
18.6%2 |
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12. |
Type of Reporting Person (See
Instructions)
IN |
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2 Based on 61,420,404 ordinary shares
outstanding (on an as converted basis) as disclosed in Exhibit 99.1
to the Issuer’s SEC Form 6-K filed with the SEC on February 4,
2021.
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CUSIP No. G98338109 |
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1. |
Names of Reporting Persons
MAK Capital Fund LP |
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2. |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
Bermuda |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
11,434,913 |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power
11,434,913 |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person
11,434,913 |
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10. |
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by
Amount in Row (9)
18.6%3 |
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12. |
Type of Reporting Person (See
Instructions)
PN |
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3 Based on 61,420,404 ordinary shares
outstanding (on an as converted basis) as disclosed in Exhibit 99.1
to the Issuer’s SEC Form 6-K filed with the SEC on February 4,
2021.
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Item 1. |
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(a) |
Name of Issuer
YATRA ONLINE, INC. |
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(b) |
Address of Issuer’s Principal
Executive Offices
1101-03, 11th Floor, Tower B, Unitech Cyberpark, Sector
39, Gurgaon, Haryana 122002, India |
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Item 2. |
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(a) |
Name of Person Filing
The names of the persons filing this statement on Schedule 13G
are:
i. MAK
Capital One L.L.C. (“MAK Capital”), an investment adviser
registered under the Investment Advisers Act of 1940;
ii. Michael
A. Kaufman (“Mr. Kaufman”); and
iii. MAK
Capital Fund LP (“MAK Fund” and collectively, the
“Reporting Persons”).
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(b) |
Address of Principal Business Office
or, if none, Residence
The principal business address of (i) MAK Capital and Mr. Kaufman
is 590 Madison Avenue, 24th Floor, New York, NY 10022;
and (ii) MAK Fund is c/o Wakefield Quin, Victoria Place, 31
Victoria Street, Bermuda. |
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(c) |
Citizenship
MAK Capital is a Delaware limited liability company.
Mr. Kaufman is a United States
citizen.
MAK Fund is a Bermuda limited
partnership.
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(d) |
Title of Class of Securities
Ordinary Shares, par value $0.0001 per share |
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(e) |
CUSIP Number
G98338109 |
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Item 3. |
If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c) check whether the
person filing is a: |
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(a) |
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Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under
section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8); |
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(e) |
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An investment adviser in accordance
with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment
fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control
person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
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(i) |
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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 of 1940 (15 U.S.C. 80a-3); |
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(j) |
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A non-U.S. institution in accordance
with § 240.13d–1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with §
240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in
accordance with
§ 240.13d–1(b)(1)(ii)(J), please
specify the type of
institution:____________________________
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Item 4. |
Ownership |
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Provide the following information
regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned:
11,434,913
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(b) |
Percent of class:
18.6%
The calculation is based on the
number of Ordinary Shares beneficially owned as of the close of
trading on December 31, 2020 and on there being 61,420,404 ordinary
shares outstanding (on an as converted basis) as disclosed in
Exhibit 99.1 to the Issuer’s SEC Form 6-K filed with the Securities
and Exchange Commission (“SEC”) on February 4, 2021.
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(c) |
Number of shares as to which the
person has:
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(i) |
Sole power to vote or to direct the
vote
Not applicable.
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(ii) |
Shared power to vote or to direct the
vote
Mr. Kaufman, MAK Fund and MAK Capital
have shared power to vote or direct the vote of the 11,434,913
shares owned by MAK Fund.
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(iii) |
Sole power to dispose or to direct
the disposition of
Not applicable.
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(iv) |
Shared power to dispose or to direct
the disposition of
Mr. Kaufman, MAK Fund and MAK Capital
have shared power to dispose or direct the disposition of the
11,434,913 shares owned by MAK Fund.
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Item 5. |
Ownership of Five Percent or Less
of a Class |
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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 o. |
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Item 6. |
Ownership of More than Five
Percent on Behalf of Another Person |
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Not applicable. |
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Item 7. |
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. |
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Item 8. |
Identification and Classification
of Members of the Group |
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Not applicable. |
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Item 9. |
Notice of Dissolution of
Group |
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Not applicable. |
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Item 10. |
Certification |
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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.
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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.
Date: February 12, 2021
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MAK CAPITAL ONE L.L.C. |
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By: |
/s/ Michael A. Kaufman |
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Michael A. Kaufman,
Managing Member
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/s/ Michael
A. Kaufman |
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MICHAEL A. KAUFMAN |
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MAK CAPITAL FUND LP |
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By: MAK GP LLC, general
partner |
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By: |
/s/ Michael
A. Kaufman |
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Michael A.
Kaufman,
Managing
Member |
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ATTENTION |
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Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18
U.S.C. 1001). |
